Closing (collectively, such(such remaining money and additional proceeds, collectively, the “Available Equity”). For more details on the 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, received by the Continuing Members, 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 August12, 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 (together(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 ofAtlas 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 $100million.

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 $400million, consisting of: (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $290million (the “First Lien Term Facility”), (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $40million (the “Revolving Facility”) and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $70million (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 (i) greater than $100million, and less than or equal to $160million, the principal amount of the Term Loan Facilities will be reduced by the difference between the Available Equity (up to a maximum amount of $160million) and $100million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion or (ii)discretion. To the extent there is, immediately prior to Closing, Available Equity of greater than $160million, 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 $160million 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 $160million, 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 $270million. Furthermore, to the extent the principal amount of the Term Loan Facilities has been reduced to $270million, the value of the Rollover Units received by the Seller will be reduced until their value is equal to $120million, 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, 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 to 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.

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 acquisitionsacquisition 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”), amendments to the amended and restated certificate of incorporation of the Company (the “Charter”) as reflected in the Proposed Charter, which, if the charter amendment proposal is approved, would take effect upon the Closing, including five sub-proposals (which we refer to, collectively, as the “advisory charter proposals”): (1) to authorize an additional 200,000,000shares of common stock, which would consist of (i) increasing the number of shares of Class A common stock from 250,000,000shares to 400,000,000shares, (ii) establishing 100,000,000shares 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 50,000,000shares 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 by and amongbetween 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) 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 E”);

(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”), the issuance of more than 20% of our issued and outstanding common stock pursuant to the terms of the Purchase Agreement (as defined below) and the potential issuance of common stock to BCP in connection with the business combination, which may result in BCP 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 of the business combination.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         , 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 areproposalis in the best interests of Boxwood and ourandits 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 maydirectorsand officersmay 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 ourandits 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 sectionsections 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, Joseph E. 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 and for all other proposals presented to Boxwood’s stockholders in the accompanying proxy statement.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        ,Eastern Time, on        , 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 thebusiness 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 August15,September18, 2019, this would have amounted to approximately $10.15$10.16 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 thisthe 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         , 2019 and is first being mailed to our stockholders on or about           , 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.

DearTo Be Held On                , 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         , Eastern Time, on         , 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 ofAugust12, 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 itsthe 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 ofin 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, in accordance with SEC requirements,certain amendments to the amended and restated certificate of incorporation of the Company (the “Charter”) as reflected in the Proposed Charter, which ifare being presented separately, in accordance with the charter amendment proposal is approved, would take effect uponrequirements of the Closing, includingSEC, as five sub-proposals (which we refer to, collectively, as the “advisory charter proposals”):

(1)     Proposal No. 3 — Advisory Charter Proposal A —authorize—toauthorize an additional 200,000,000shares 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 250,000,000shares to 400,000,000shares, (ii) establishing 100,000,000shares 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 50,000,000shares 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 —change—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

“SecuritiesAct”), 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 by and amongbetween 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 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 E”).

(d)    Proposal No. 8 — 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”), the issuance of more than 20% of our issued and outstanding common stock pursuant to the terms of the Purchase Agreement (as defined in the accompanying proxy statement) and the potential issuance of common stock to BCP in connection with the business combination, which may result in BCP 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. 9 — 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. 10 — 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.11No. 11 — 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 of Boxwood and Atlas.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 of the business combination.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         , 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        ,Eastern Time on              , 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 August15,September18, 2019, this would have amounted to approximately $10.15$10.16 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. IfUnless 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. 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.”

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@morrowsodali.com. This notice of special meeting and the proxy statement are available at           .

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on        , 2019: This notice of special meeting and the related proxy statement will be available at           .

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: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 five 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 and advisory charter proposal E.

“advisory charter proposal A” means the advisory charter proposal to authorize an additional 200,000,000shares of common stock, which would consist of (i) increasing the number of shares of Class A common stock from 250,000,000shares to 400,000,000shares, (ii) establishing 100,000,000shares of a newly designated class of Class B common stock and (iii) eliminating the 50,000,000shares 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 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 $145million and a revolving credit facility of $50million, of which $31.8million 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 $260million to $337million 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.

“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 August12, 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 August12, 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 $290million.

“Forfeiture” means the forfeiture of 1,437,500shares of Class F common stock by the Sponsor on November15, 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, Joseph E. Reece, Richard A. Gadbois and Alan P. Krusi.

“IPO” or “initial public offering” means the Company’s initial public offering of units consummated on November20, 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, the issuance of more than 20% of our issued and outstanding common stock pursuant to the terms of the Purchase Agreement and the potential issuance of common stock to BCP in connection with the business combination which may result in BCP 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 October23, 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 August22, 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 November20, 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 Company’s IPO.

“Purchase Agreement” means that unit purchase agreement entered into by and between the Buyer and Seller on August12, 2019 for the purchase by the Buyer of the Seller’s issued and outstanding equity interests in Atlas Intermediate.Intermediate as may be amended from time to time.

“QA” means quality assurance.

“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 potential ability to obtain financing to complete 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;

•        risks relating to the business, operations and financial performance of Atlas, including:

•        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;

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. A copy ofYou are being asked to consider and vote on the Purchase Agreement is attached to this proxy statement as Annex A. Boxwood urges our stockholders to read the Purchase Agreement in its entirety. business combination.The Purchase Agreement provides for, among other things, the purchase by the Buyer from the Seller of all of itsthe 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 outstanding shares of BoxwoodClass A common stock and Class F common stock that are voted in person or by proxy at the special meeting.

On the effective date of the business combination, each currently issued and outstanding share of Class A common stock will convert into one share of Class A common stock and each currently issued and outstanding share of Class F common stock will convert into one share of Class A common stock (subject to adjustment), each in accordance with the terms of the Charter. The Company will also issue 18,064,589shares of Class B common stock and an equal number of Holdings Units to the Continuing Members, assuming no public shares are redeemed. In addition, each of Boxwood’s outstanding warrants will entitle the holder thereof to purchase one share of Class A common stock in accordance with its terms.

Similarly, before the Closing, each outstanding unit of Boxwood (each of which consists of one share of ClassA 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.

THEYOUR VOTE OF STOCKHOLDERS 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’ equityholdersequity holders receive in return for the acquisition of Atlas by Boxwood?

A:     The purchase price to be paid by the Buyer is $617million, 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 $160million, and the Seller will receive aggregate consideration of $457million (inclusive of the Seller’s transaction fees), which will consist of (i) between $260million and $337million of cash (the “Cash Consideration”) and (ii) between $120million and $197million 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 and Class B common stock 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.

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 $100million.

Pursuant to the Debt Commitment Letter, theapplicableCommitment Parties have agreed to provide for Credit Facilities in the aggregate principal amount of up to $400million, consisting of: (i) a senior secured first lien term loan facility in an aggregate principal amount of up to $290million (the “First Lien Term Facility”), (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $40million (the “Revolving Facility”) and (iii) a senior secured second lien term loan facility in an aggregate principal amount of up to $70million (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 (i) greater than $100million, and less than or equal to $160million, the principal amount of the Term Loan Facilities will be reduced by the difference between the Available Equity (up to a maximum of $160million) and $100million, with such reduction to be allocated between such Term Loan Facilities as determined by the Commitment Parties in their sole discretion or (ii)discretion. To the extent there is, immediately prior to Closing, Available Equity of greater than $160million, 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 $160million 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 $160million, 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 $270million.$27w0million. Furthermore, to the extent the principal amount of the Term Loan Facilities has been reduced to $270million, the value of the Rollover Units received by the Seller will be reduced until their value is equal to $120million, 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, 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 to 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.

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. TheHolders of the Class A common stock and Class B common stock willbe entitled to one vote per share andat all times vote together as one class on all matters submitted to a vote of the stockholders of the Company, which shares of Class A common stock and Class B common stock each are entitled to one vote per share.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 ClassA 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 5,000,000shares 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 $50,200,000 based on the closing price of $10.04 per public share on Nasdaq on August15,September18, 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 November20, 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 November20, 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 $2,437,500$2,587,500 based upon the closing price of $0.65$0.69 per warrant on Nasdaq on August15,September18, 2019;

•        the right of our Sponsor to receive approximately 3,750,000shares 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, 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 sectionsections “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:     WhatisWhat 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 August15,September18, 2019, there were investments and cash held in the trust account of approximately $202.9million.$203.2million. 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 November20, 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 BoxwoodClass 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 November20, 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        , 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, eachany 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 December31, 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 are inproposalisin the best interests of Boxwood and ourandits 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 ourandits 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 sectionsections 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         , Eastern Time, on         , 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 August15,September18, 2019, this would have amounted to approximately $10.15$10.16 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        , on                , 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         , on         , 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          on         , 2019, at         , unless the special meeting is adjourned.

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

A:     Boxwood has fixed         , 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 25,250,000shares 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, 12,625,001shares 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 ourits 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 November20, 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 sectionsections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for a further discussion.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 and for all other proposals presented to Boxwood’s stockholders in this proxy statement.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 5,250,000shares 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 August12, 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 August16, 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 $10.05, $0.645 and $10.68, 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         , 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         , Eastern Time, on         , 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 ClassA 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@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        , Eastern Time, on        , 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