AtlasClear (ATCH) Proxy Filing summary

Executive summary

• Special meeting scheduled for December 31, 2024, to vote on major stock issuance and corporate actions.

• Board recommends voting in favor of all proposals, which include significant equity issuances and a reverse stock split.

• Proposals aim to facilitate acquisitions, financing, and incentivize employees, but will result in substantial dilution for current shareholders.

• Forward-looking statements highlight risks related to capital needs, integration of acquisitions, and potential stock price volatility.

Voting matters and shareholder proposals

• Approval sought for issuance of up to 213,296,850 shares to Wilson-Davis sellers under acquisition agreement.

• Approval for up to 39,282,309 shares to Chardan Capital Markets under a convertible note.

• Approval for up to 120,000,000 shares to Funicular Funds, LP under a secured convertible note.

• Approval for up to 11,623,235 shares to Winston & Strawn LLP for legal services.

• Approval for up to 10,000,000 shares to Tau Investment Partners under an at-the-market agreement.

• Approval of a 1-for-3 reverse stock split, with Board discretion to implement by November 30, 2025.

• Amendment to increase shares reserved under the 2024 Equity Incentive Plan by 10,000,000 shares.

• Board unanimously recommends voting for all proposals.

Board of directors and corporate governance

• Board has authority to implement or abandon the reverse stock split at its discretion.

• Board and compensation committee administer the equity incentive plan and determine award terms.

• Board members and executive officers are significant shareholders, with detailed ownership disclosed.