AtlasClear Holdings Reports Director/Officer Changes & Bylaw Amendments

TL;DR

AtlasClear Holdings (ATCL) filed an 8-K detailing board/officer changes and bylaw updates.

AI Summary

AtlasClear Holdings, Inc. filed an 8-K on December 19, 2024, reporting changes in its board of directors and officers, including the election of new directors and appointments of certain officers. The filing also covers amendments to its articles of incorporation or bylaws and financial statement disclosures. The company, formerly known as Calculator New Pubco, Inc., is incorporated in Delaware and headquartered in Tampa, Florida.

Why It Matters

Changes in a company's board and executive team, along with amendments to governing documents, can signal shifts in strategy, governance, or operational focus.

Risk Assessment

Risk Level: medium — Changes in leadership and corporate governance documents can introduce uncertainty about future strategic direction and operational stability.

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Registrant
• Calculator New Pubco, Inc. (company) — Former company name
• December 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Tampa, FL (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share ATCH NYSE American LLC

Filing Documents

• tm2432144d1_8k.htm (8-K) — 26KB
• tm2432144d1_ex3-1.htm (EX-3.1) — 4KB
• 0001104659-24-132189.txt ( ) — 206KB
• atch-20241219.xsd (EX-101.SCH) — 3KB
• atch-20241219_lab.xml (EX-101.LAB) — 33KB
• atch-20241219_pre.xml (EX-101.PRE) — 22KB
• tm2432144d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As of December 19, 2024, the Company's Board of Directors (the "Board") approved the amendment of the Company's Amended and Restated Bylaws, effective as of that date (the "Bylaws Amendment"), to reduce the quorum required for the transaction of business at stockholder meetings from the holders of a majority of the voting power of the Company's outstanding shares of stock to the holders of 33.3% of the voting power of the Company's outstanding shares of stock. The Board approved the Bylaws Amendment to lower the risk of failing to achieve the required quorum for any stockholder meetings, which failure would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs, such as proxy solicitation costs, and suffer other potential disruptions to its business and distraction for management. The foregoing description of the Bylaws Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 3.1 Amendment to the Amended and Restated Bylaws of the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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:December 27, 2024 /s/ John Schaible Name: John Schaible Title: Executive Chairman

View Full Filing

View this 8-K filing on SEC EDGAR