AtlasClear Holdings, Inc. Files 8-K on Agreements and Shareholder Votes

TL;DR

AtlasClear filed an 8-K detailing new deals and shareholder votes. Big moves ahead.

AI Summary

AtlasClear Holdings, Inc. filed an 8-K on October 25, 2024, reporting on an entry into a material definitive agreement and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits. The company was formerly known as Calculator New Pubco, Inc. and changed its name on January 20, 2023.

Why It Matters

This filing indicates significant corporate actions, including new agreements and shareholder decisions, which could impact the company's future direction and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and shareholder votes, suggesting potential changes or significant events that could introduce risk.

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Registrant
• Calculator New Pubco, Inc. (company) — Former company name
• 20230120 (date) — Date of name change
• 20241021 (date) — Earliest event reported date
• 20241025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share ATCH NYSE American LLC
• $4,150,000 — 4, in the aggregate principal amount of $4,150,000 (the "Original Note") for an amended no
• $5,209,764 — te in the aggregate principal amount of $5,209,764 (the "Chardan Amended Note"). While the

Filing Documents

• tm2426825d1_8k.htm (8-K) — 47KB
• tm2426825d1_ex10-1.htm (EX-10.1) — 117KB
• tm2426825d1_ex10-2.htm (EX-10.2) — 25KB
• 0001104659-24-111501.txt ( ) — 397KB
• atch-20241021.xsd (EX-101.SCH) — 3KB
• atch-20241021_lab.xml (EX-101.LAB) — 33KB
• atch-20241021_pre.xml (EX-101.PRE) — 22KB
• tm2426825d1_8k_htm.xml (XML) — 4KB

01. Entry into a Definitive Material Agreement

Item 1.01. Entry into a Definitive Material Agreement. On October 23, 2024, AtlasClear Holdings, Inc. (the "Company"), Quantum Ventures LLC, Chardan Capital Markets, LLC ("Chardan") and Chardan Quantum LLC entered into an agreement pursuant to which they settled the claim previously referenced in the Company's filing of a current report on Form 8-K on April 17, 2024, and any and all related claims (the "Settlement Agreement"). In connection with the Settlement Agreement, Chardan exchanged the convertible, interest-bearing promissory note originally issued by the Company on February 9, 2024, in the aggregate principal amount of $4,150,000 (the "Original Note") for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (the "Chardan Amended Note"). While the Chardan Amended Note does not bear interest, it can be converted from time to time by Chardan into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), on terms substantially similar to the conversion provisions in the Original Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Note. In connection with the Settlement Agreement, on October 23, 2024, the Company and Chardan entered into an amendment (the "Chardan Amended RRA") to the registration rights agreement, dated February 9, 2024, pursuant to which the Company agreed, among other things, to file, by December 31, 2024, a registration upon conversion of the Chardan Amended Note. If the resale registration statement (i) is not filed by December 31, 2024, then the interest rate of the Chardan Amended Note will increase by 2% per annum until the date of the filing, and shall be prorated for such period until the date of such filing and (ii) is not effective by March 31, 2025, then the interest rate on

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On October 21, 2024, the Company held a special meeting of stockholders (the "Special Meeting") in connection with the 1-for-30 Reverse Stock Split Proposal, 1-for-40 Reverse Stock Split Proposal, 1-for-50 Reverse Stock Split Proposal, 1-for-60 Reverse Stock Split Proposal, and Authorized Share Increase Proposal as defined and described in the definitive proxy statement filed by the Company with the SEC on October 8, 2024 (the "Proxy Statement"). On October 7, 2024, the record date for the Special Meeting, there were an aggregate of 23,275,171 shares of Common Stock entitled to be voted at the Special Meeting. At the Special Meeting, 12,732,007 shares of Common Stock, or approximately 54.70% of the shares entitled to vote at the Special Meeting, were represented in person or by proxy. At the Special Meeting, the Company's stockholders approved the 1-for-30 Reverse Stock Split Proposal, 1-for-40 Reverse Stock Split Proposal, 1-for-50 Reverse Stock Split Proposal, 1-for-60 Reverse Stock Split Proposal, and Authorized Share Increase Proposal, in each case, as defined and described in greater detail in the Proxy Statement. Set forth below are the final voting results for each proposal: 1-for-30 Reverse Stock Split Proposal The proposal to amend the Company's amended and restated certificate of incorporation to effect a reclassification and conversion of each outstanding share of the Company's Common Stock into one-thirtieth of a share of Common Stock (e.g., a 1-for-30 reverse stock split), and authorize the Company's board of directors (the "Board of Directors") to implement or abandon this amendment no later than October 25, 2025. The voting results of the shares of Common Stock were as follows: For Against Abstentions 12,386,041 345,891 75 1-for-40 Reverse Stock Split Proposal The proposal to amend the Company's amended and restated certificate of incorporation to effect a reclassifi

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description 10.1 Amended and Restated Convertible Promissory Note, dated as of October 23, 2024, by and between AtlasClear Holdings, Inc. and Chardan Capital Markets, LLC. 10.2 First Amendment to Registration Rights Agreement, dated as of October 23, 2024, by and between AtlasClear Holdings, Inc. and Chardan Capital Markets, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATLASCLEAR HOLDINGS, INC. Date:October 25, 2024 /s/ John Schaible Name: John Schaible Title: Executive Chairman

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View this 8-K filing on SEC EDGAR