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 raising, compliance, and talent retention.

• Proposals, if approved, will result in significant dilution for current shareholders, with potential issuances representing over 1,099% of current outstanding shares.

• Forward-looking statements highlight risks related to capital needs, integration of acquisitions, and maintaining NYSE listing.

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 Investment Partners, all exceeding 19.99% of current shares.

• Proposal to effect a 1-for-3 reverse stock split, with Board discretion to implement or abandon by November 30, 2025.

• Amendment to increase shares reserved under the 2024 Equity Incentive Plan from 1,800,934 to 11,800,934.

• Board recommends voting FOR all proposals; failure to approve may require cash repayments and hinder business plans.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split based on market conditions and company needs.

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