AtlasClear (ATCH) Proxy Filing summary

Executive summary

• Special meeting called to vote on multiple amendments to the certificate of incorporation, including four reverse stock split proposals and an increase in authorized shares of common and preferred stock.

• Board recommends voting in favor of all proposals to maintain NYSE American listing and provide flexibility for future corporate actions.

• Reverse stock split proposals aim to increase share price, attract institutional investors, and avoid delisting.

• Authorized share increase proposal seeks to expand capital-raising and strategic transaction capabilities.

Voting matters and shareholder proposals

• Proposals include reverse stock splits at ratios of 1-for-30, 1-for-40, 1-for-50, and 1-for-60, with the Board empowered to select and implement any, or none, by October 25, 2025.

• Proposal to increase authorized common shares from 100 million to 500 million and preferred shares from 1 million to 25 million.

• Each proposal requires majority approval of outstanding capital stock; abstentions and broker non-votes count as votes against.

• No appraisal or dissenters' rights are available for these actions.

• Board may abandon any approved reverse split at its discretion before filing.

Board of directors and corporate governance

• Board has unanimously approved all proposals and recommends shareholders vote in favor.

• Board retains discretion to implement or abandon any reverse split proposal up to October 25, 2025.