AtlasClear Holdings Amends Proxy Statement for Oct 21 Meeting

TL;DR

AtlasClear Holdings (ATCL) filed an amendment to its proxy statement for the Oct 21 special meeting. Check for updates.

AI Summary

AtlasClear Holdings, Inc. filed an amendment to its proxy statement on October 10, 2024, for a special meeting of stockholders scheduled for October 21, 2024. This filing, designated as DEFA14A, is an amendment to materials previously filed and concerns the company's proxy statement. The company was formerly known as Calculator New Pubco, Inc. and changed its name on January 20, 2023.

Why It Matters

This filing provides updated information to shareholders regarding the upcoming special meeting, which is crucial for corporate governance and decision-making processes.

Risk Assessment

Risk Level: low — This is a routine amendment to a proxy statement, providing updated information rather than announcing significant new events or financial changes.

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Registrant
• Calculator New Pubco, Inc. (company) — Former company name
• October 21, 2024 (date) — Date of special meeting
• October 10, 2024 (date) — Filing date of amendment
• January 20, 2023 (date) — Date of name change

FAQ

Filing Documents

• tm2426011d1_defa14a.htm (DEFA14A) — 17KB
• 0001104659-24-107735.txt ( ) — 18KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material under § 240.14a-12 AtlasClear Holdings, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): x No fee required ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 AMENDMENT NO. 1 TO PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 21, 2024 October 10, 2024 This Amendment No. 1 (this “Amendment”) amends the proxy statement of AtlasClear Holdings, Inc. (the “Company”), dated October 8, 2024 (the “Proxy Statement”). This Amendment does not change the proposals to be acted on at the special meeting of stockholders of the Company, which will be held on Monday, October 21, 2024, at 10:00 a.m., Eastern Time (as may be adjourned, the “Special Meeting”), or the recommendations of the Board of Directors of the Company (the “Board”) in relation thereto, which are described in the Proxy Statement. The sole purpose of this Amendment is to clarify and correct that Proposals 1, 2, 3 and 4 of the Proxy Statement are considered “routine matters,” not “non-routine matters,” such that brokers have discretionary authority to vote on such Proposals, by amending and restating the question and answer under the caption, “What if my shares are held in street name?” on page 2 of the Proxy Statement. The question and answer under the caption, “What if my shares are held in street name?” on page 2 of the Proxy Statement are amended and restated in their entirety as follows (change underlined): What if my shares are held in street name? If your shares are registered in the name of a broker, bank or other nominee (typically referred to as being held in “ street name ”), you will receive instructions from your broker, bank, or other nominee that must be followed in order for your broker, bank, or other nominee to vote your shares per your instructions. Many brokerage firms and banks have a process for their beneficial holders to provide instructions via the Internet or over the telephone. If Internet or telephone voting is unavailable from your broker, bank or other nominee, please complete and return the enclosed voting instruction card in the enclosed postage-prepaid envelope. If you do not provide instructions on how to vote, your broker may have authority to vote your shares. A broker non-vote occurs when a broker, bank or other nominee who holds shares for a beneficial owner does not vote on a particular item because it does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares. Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Each of the Reverse Stock Split Proposals (proposals 1, 2, 3 and 4) is a routine matter. The Authorized Share Increase Proposal (proposal 5) is a non-routine matter. Your vote is especially important. If your shares are held by a broker, your broker cannot vote your shares for proposal 5 unless you provide voting instructions. Therefore, please instruct your broker regarding how to vote your shares on these matters promptly. See “Vote Required” following each proposal for further information. If you hold shares through a broker, bank, or other nominee and wish to be able to vote in person at the special meeting, you must obtain a “ legal proxy ” from your broker, bank, or other nominee and present it to the inspector of election with your ballot at the special meeting. *** Unless otherwise expressly provided for in this Amendment, all capitalized words, phrases, or defined terms used in this Amendment will have the same meaning ascribed to them in the Proxy Statement. Except as expressly set forth in this Amendment, there have been no other changes or modifications to the Proxy Statement, and the Proxy As a stockholder, your vote is very important, and the Board encourages you to exercise your right to vote whether or not you plan to attend the Special Meeting. If you have already voted by Internet, telephone or by mail, you do

View Full Filing

View this DEFA14A filing on SEC EDGAR