AtlasClear Holdings Inc
For the period ended Dec 31, 2024. Filed Dec 19, 2024.
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Dec 31, 2024 · Filed Dec 19, 2024
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DEF 14A 1 tm2428875d4_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
Filed by the Registrantx
Filed by a party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
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| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| x | Definitive Proxy Statement |
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| ¨ | Definitive Additional Materials |
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| ¨ | Soliciting Material under § 240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| x | No fee required |
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| ¨ | Fee paid previously with preliminary materials. |
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| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
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AtlasClear Holdings, Inc. 2203 Lois Avenue, Suite 814 Tampa, FL 33607
December 19, 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 December 31, 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
December 19, 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 December 31, 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:
| 1. | To approve the issuance of up to an aggregate of up to 213,296,850 shares of cmmon stock of the Company, par value $0.0001 per share (the “Common Stock”), to the sellers of Wilson-Davis & Co., Inc. (“Wilson-Davis”), pursuant to amendments to the Stock Purchase Agreement, dated as of April, 15, 2022, by and among Wilson-Davis, all of its stockholders (the “Wilson-Davis Sellers”) and the Company (as amended, the “Broker-Dealer Acquisition Agreement”) pursuant to which the Company issued short-term convertible promissory notes (the “Short-Term Seller Notes”) and long-term convertible promissory notes (the “Long-Term Seller Notes” and, collectively with the Short-Term Seller Notes, the “Seller Notes”) to the Wilson-Davis Sellers, which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Wilson-Davis Stock Issuance Proposal”); and |
| 2. | To approve the issuance of up to 39,282,309 shares of Common Stock that may become issuable to Chardan Capital Markets LLC (“Chardan”) pursuant to a promissory note in the aggregate principal amount of $5,209,764 (as amended, the “Chardan Note”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Chardan Stock Issuance Proposal”); and |
| 3. | To approve the issuance of up to 120,000,000 shares of Common Stock that may become issuable to Funicular Funds, LP (“Funicular”), pursuant to the Securities Purchase Agreement, dated as of February 9, 2024, between AtlasClear Holdings and Quantum (the “Funicular Purchase Agreement”), pursuant to which the Company issued to Funicular a secured convertible promissory note (the “Funicular Note”) in the amount of $6,000,000 in a private placement, which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Funicular Stock Issuance Proposal”); and |
| 4. | To approve the issuance of up to 11,623,235 shares of Common Stock that may become issuable to Winston & Strawn LLP (“Winston & Strawn”), pursuant to a subscription agreement, dated as of February 9, 2024, between Winston & Strawn and the Company (the “Winston & Strawn Agreement”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Winston & Strawn Stock Issuance Proposal”); and |
| 5. | To approve the issuance of up to 10,000,000 shares of Common Stock that may be issued to an investor, Tau Investment Partners LLC (“Tau”), pursuant to an at-the-market agreement entered into between the Company and Tau, dated as of July 31, 2024 (the “ELOC Agreement”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Tau Stock Issuance Proposal”); and |
| 6. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-third of a share of Common Stock (e.g., a 1-for-3 reverse stock split) in the form attached as Annex 1 (“Reverse Stock Split Amendment”), and authorize our Board of Directors to implement or abandon the Reverse Stock Split Amendment no later than November 30, 2025 (the “Reverse Stock Split Proposal”); and |
| 7. | To approve an amendment to the AtlasClear Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”) (the “Equity Incentive Plan Amendment Proposal”); and |
| 8. | 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 November 22, 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 December 31, 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 December 19, 2024.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on December 31, 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 (“**AtlasClear,”**the “Company,” “ATCH,” “we,” “us,” or “our”), for use at the special meeting of the Company’s stockholders to be held on December 31, 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 December 19, 2024.
What proposals will be addressed at the special meeting?
Stockholders will be asked to consider the following proposals at the special meeting:
| 1. | To approve the issuance of up to an aggregate of 213,296,850 shares of Common Stock, to the sellers of Wilson-Davis & Co., Inc. (“Wilson-Davis”), pursuant to amendments to the Stock Purchase Agreement, dated as of April, 15, 2022, by and among Wilson-Davis, all of its stockholders (the “Wilson-Davis Sellers”) and the Company (as amended, the “Broker-Dealer Acquisition Agreement”) pursuant to which the Company issued short-term convertible promissory notes (the “Short-Term Seller Notes”) and long-term convertible promissory notes (the “Long-Term Seller Notes” and, collectively with the Short-Term Seller Notes, the “Seller Notes”) to the Wilson-Davis Sellers, which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Wilson-Davis Stock Issuance Proposal”); and |
| 2. | To approve the issuance of 39,282,309 shares of Common Stock that may become issuable to Chardan Capital Markets LLC (“Chardan”) pursuant to a promissory note in the aggregate principal amount of $5,209,764 (as amended, the “Chardan Note”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Chardan Stock Issuance Proposal”); and |
| 3. | To approve the issuance of up to 120,000,000 shares of Common Stock that may become issuable to Funicular Funds, LP (“Funicular”), pursuant to the Securities Purchase Agreement, dated as of February 9, 2024, between AtlasClear Holdings and Quantum (the “Funicular Purchase Agreement”), pursuant to which the Company issued to Funicular a secured convertible promissory note (the “Funicular Note”) in the amount of $6,000,000 in a private placement, which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Funicular Stock Issuance Proposal”); and |
| 4. | To approve the issuance of up to 11,623,235 shares of Common Stock that may become issuable to Winston & Strawn LLP (“Winston & Strawn”), pursuant to a subscription agreement, dated as of February 9, 2024, between Winston & Strawn and the Company (the “Winston & Strawn Agreement”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Winston & Strawn Stock Issuance Proposal”); and |
| 5. | To approve the issuance of up to 10,000,000 shares of Common Stock that may be issued to an investor, Tau Investment Partners LLC (“Tau”), pursuant to an at-the-market agreement entered into between the Company and Tau, dated as of July 31, 2024 (the “ELOC Agreement”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Tau Stock Issuance Proposal”); and |
| 6. | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reclassification and conversion of each outstanding share of Common Stock into one-third of a share of Common Stock (e.g., a 1-for-3 reverse stock split) in the form attached as Annex 1 (“Reverse Stock Split Amendment”), and authorize our Board of Directors to implement or abandon the Reverse Stock Split Amendment no later than November 30, 2025 (the “Reverse Stock Split Proposal”); and |
| 7. | To approve an amendment to the AtlasClear Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”) (the “Equity Incentive Plan Amendment Proposal”); and |
| 8. | 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. Stockholder approval of Proposals 1 to 5 will provide the Company with the ability to potentially issue up to an aggregate of 394,202,394 shares of Common Stock pursuant to the Broker-Dealer Acquisition Agreement, the Chardan Note, the Funicular Purchase Agreement, the Winston & Strawn Agreement and the ELOC Agreement, each as described in further detail in this proxy statement. As of November 22, 2024 we had 23,275,171 shares of Common Stock outstanding. The potential issuances described above represent 1693.7% of the shares of Common Stock outstanding as of such date. Such issuances will have a significantly dilutive effect on current stockholders in that the percentage ownership of the Company held by such current stockholders will decline as a result of the issuances. This means also that our current stockholders will own a smaller interest in us as a result of such issuances and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Issuance of the shares of Common Stock could also have a dilutive effect on the book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our Common Stock to decline.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING | 1 |
|---|---|
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 5 |
| PROPOSAL 1: WILSON-DAVIS STOCK ISSUANCE PROPOSAL | 6 |
| PROPOSAL 2: CHARDAN STOCK ISSUANCE PROPOSAL | 8 |
| PROPOSAL 3: FUNICULAR STOCK ISSUANCE PROPOSAL | 10 |
| PROPOSAL 4: WINSTON & STRAWN STOCK ISSUANCE PROPOSAL | 12 |
| PROPOSAL 5: TAU STOCK ISSUANCE PROPOSAL | 13 |
| PROPOSAL 6: REVERSE STOCK SPLIT PROPOSAL | 14 |
| PROPOSAL 7: EQUITY INCENTIVE PLAN AMENDMENT PROPOSAL | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 |
| OTHER INFORMATION | 31 |
| WHERE YOU CAN FIND MORE INFORMATION | 31 |
| MISCELLANEOUS AND OTHER MATTERS | 32 |
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