AtlasClear Holdings, Inc.

For the period ended Oct 21, 2024. Filed Oct 8, 2024.

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Oct 21, 2024 · Filed Oct 8, 2024

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DEF 14A 1 tm2424423d2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrantx

Filed by a party other than the Registrant¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material under § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x	No fee required

¨	Fee paid previously with preliminary materials.

¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

AtlasClear Holdings, Inc. 2203 Lois Avenue, Suite 814 Tampa, FL 33607

October 8, 2024

To the Stockholders of AtlasClear Holdings, Inc. (the “Company”):

You are cordially invited to attend a special meeting of stockholders of the Company (as may be adjourned, the “Special Meeting”) to be held on October 21, 2024, at 10:00 a.m. local time at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102.

Information regarding each of the matters to be voted on at the Special Meeting is contained in the accompanying Notice of Special Meeting of Stockholders and Proxy Statement. The Board of Directors recommends that you vote “for” each of the proposals to be presented at the Special Meeting.

Whether or not you plan to attend the Special Meeting, we urge you to use our Internet voting system or to complete, sign and date the accompanying proxy card and return it in the enclosed postage-prepaid envelope as soon as possible so that your shares will be represented at the Special Meeting. If you later decide to attend the Special Meeting or change your vote, you may withdraw your proxy and vote in person at the Special Meeting. Voting through our Internet voting system or by proxy will ensure your representation at the Special Meeting if you do not attend in person.

Your vote is important. Whether you own a few shares or many, and whether or not you plan to attend the Special Meeting in person, it is important that your shares be represented and voted. We thank you for your continued support of the Company and look forward to seeing you at the Special Meeting.

Sincerely,

/s/ John Schaible

John Schaible

Executive Chairman of the Board

2203 Lois Avenue,

Suite 814

Tampa, FL 33607

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

October 8, 2024

Dear Stockholder:

It is my pleasure to invite you to attend AtlasClear Holdings, Inc.’s (the “Company”) special meeting of stockholders (as may be adjourned, the “Special Meeting”). The Special Meeting will be held on October 21, 2024, at 10:00 a.m. local time at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102. At the Special Meeting, you will be asked:

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) into one-thirtieth of a share of Common Stock (e.g., a 1-for-30 reverse stock split) in the form attached as Annex 1 (“Amendment 1”), and authorize our Board of Directors to implement or abandon Amendment 1 no later than October 25, 2025 (the “1-for-30 Reverse Stock Split Proposal”); and

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-fortieth of a share of Common Stock (e.g., a 1-for-40 reverse stock split) in the form attached as Annex 1 (“Amendment 2”), and authorize our Board of Directors to implement or abandon Amendment 2 no later than October 25, 2025 (the “1-for-40 Reverse Stock Split Proposal”); and

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-fiftieth of a share of Common Stock (e.g., a 1-for-50 reverse stock split) in the form attached as Annex 1 (“Amendment 3”), and authorize our Board of Directors to implement or abandon Amendment 3 no later than October 25, 2025 (the “1-for-50 Reverse Stock Split Proposal”); and

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-sixtieth of a share of Common Stock (e.g., a 1-for-60 reverse stock split) in the form attached as Annex 1 (“Amendment 4”), and authorize our Board of Directors to implement or abandon Amendment 4 no later than October 25, 2025 (the “1-for-60 Reverse Stock Split Proposal”); and

To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 500,000,000 shares and the number of authorized shares of preferred stock, par value $0.0001 per share, from 1,000,000 shares to 25,000,000 shares (the “Authorized Share Increase Proposal”); and

6.	To transact any other business which properly may be brought before the Special Meeting, including matters incidental to its conduct.

Only stockholders of record as of the close of business on October 7, 2024 may vote at the Special Meeting.

It is important that your shares be represented at the Special Meeting, regardless of the number you may hold.Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. This will not prevent you from voting your shares in person if you are present in person at the Special Meeting.

I look forward to seeing you on October 21, 2024.

Sincerely,

/s/ John Schaible

John Schaible

Executive Chairman of the Board

This proxy statement, including the form of proxy, is first being mailed to stockholders on or about October 8, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on October 21, 2024: The proxy statement is available at****www.proxyvote.com using the control number located on your proxy card.

2203 Lois Avenue,

Suite 814

Tampa, FL 33607

PROXY STATEMENT

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

Why did you furnish me this Proxy Statement?

This proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the Board of Directors (the “**Board of Directors”**or “Board”) of AtlasClear Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), for use at the special meeting of the Company’s stockholders to be held on October 21, 2024, at 10:00 a.m. local time at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102, and at any adjournments of the special meeting (the “special meeting”). This proxy statement summarizes the information that you need to make an informed vote on the proposals to be considered at the special meeting. However, you do not need to attend the special meeting to vote your shares. Instead, you may simply complete, sign, and return the enclosed proxy card using the postage- prepaid envelope provided, or you may grant a proxy to vote your shares by means of the Internet. The approximate date on which this proxy statement and the enclosed proxy card were sent to the Company’s stockholders is October 8, 2024.

What proposals will be addressed at the special meeting?

Stockholders will be asked to consider the following proposals at the special meeting:

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-fiftieth of a share of Common Stock (e.g., a 1-for-50 reverse stock split) in the form attached as Annex 1 (“Amendment 3”), and authorize our Board of Directors to implement or abandon Amendment 3 no later than October 25, 2025 (the “1-for-50 Reverse Stock Split Proposal”); and

To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-sixtieth of a share of Common Stock (e.g., a 1-for-60 reverse stock split) in the form attached as Annex 1 (“Amendment 4”), and authorize our Board of Directors to implement or abandon Amendment 4 no later than October 25, 2025 (the “1-for-60 Reverse Stock Split Proposal”); and

6.	To transact any other business which properly may be brought before the Special Meeting, including matters incidental to its conduct.

The Board of Directors has taken unanimous affirmative action with respect to each of the foregoing proposals and recommends that the stockholders vote as set forth in the following pages of this proxy statement with respect to each proposal.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	5
PROPOSAL 1: 1-FOR-30 REVERSE STOCK SPLIT PROPOSAL	12
PROPOSAL 2: 1-FOR-40 REVERSE STOCK SPLIT PROPOSAL	13
PROPOSAL 3: 1-FOR-50 REVERSE STOCK SPLIT PROPOSAL	14
PROPOSAL 4: 1-FOR-60 REVERSE STOCK SPLIT PROPOSAL	15
PROPOSAL 5: SHARE INCREASE PROPOSAL	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	18
OTHER INFORMATION	20
WHERE YOU CAN FIND MORE INFORMATION	20
MISCELLANEOUS AND OTHER MATTERS	21

ContentsView on SEC.gov

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