AtlasClear (ATCH) Proxy Filing summary

Executive summary

• Special meeting scheduled for October 21, 2024, to vote on key amendments to the certificate of incorporation, including multiple reverse stock split options and an increase in authorized shares.

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

• Proposals include four reverse stock split ratios (1-for-30, 1-for-40, 1-for-50, 1-for-60) and a significant increase in authorized common and preferred shares.

• Board retains discretion to implement or abandon any approved amendment by October 25, 2025, based on market conditions.

• Reverse stock split intended to attract institutional investors, improve trading liquidity, and avoid delisting risk.

Voting matters and shareholder proposals

• Proposals to amend the certificate of incorporation for four reverse stock split options and to increase authorized shares.

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

• No appraisal rights are available for any proposal.

• Board unanimously recommends voting for all proposals.

• Shareholders of record as of October 7, 2024, are eligible to vote.

Board of directors and corporate governance

• Board has full discretion to implement or abandon any approved reverse stock split or share increase proposal by October 25, 2025.

• Board's rationale centers on maximizing flexibility to respond to market conditions and protect shareholder interests.