AtlasClear (ATCH) Proxy Filing summary

Executive summary

• Special meeting called to vote on seven key proposals, including major stock issuances, a reverse stock split, and an equity incentive plan amendment.

• Board unanimously recommends voting in favor of all proposals to support capital needs and corporate flexibility.

• Proposals are designed to facilitate acquisitions, satisfy financing obligations, and maintain NYSE American listing compliance.

• Failure to approve certain proposals may require cash repayments, potentially impacting liquidity and delaying business plans.

Voting matters and shareholder proposals

• Approval sought for issuance of up to 75,000,000 shares to Wilson-Davis sellers, 39,282,309 shares to Chardan, 120,000,000 shares to Funicular, 11,623,235 shares to Winston & Strawn, and 10,000,000 shares to Tau, each exceeding 19.99% of outstanding shares.

• Proposal to effect a 1-for-3 reverse stock split, at Board discretion, to support share price and listing requirements.

• Amendment to the 2024 Equity Incentive Plan to increase reserved shares by 10,000,000, supporting talent retention and incentives.

• Board recommends voting FOR all proposals; each requires a majority of votes cast, except the reverse split, which requires a majority of outstanding shares.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split by November 30, 2025, based on market conditions.

• Board and compensation committee oversee the equity incentive plan and its amendments.

• Board members and executive officers collectively own 12.5% of outstanding shares.