AtlasClear Holdings, Inc. 8-K

What Happened

• AtlasClear Holdings, Inc. (ATCH) filed a Proxy Supplement on Form 8-K dated May 12, 2026, updating its definitive proxy statement (filed April 30, 2026) for the annual meeting scheduled May 27, 2026. The supplement corrects the quorum definition and clarifies share counts for the AtlasClear 2024 Equity Incentive Plan after the 1-for-60 reverse stock split (effective December 31, 2024).
• The company confirms 590,046 shares of common stock are currently authorized and available for issuance under the 2024 Equity Incentive Plan. The board has approved, subject to stockholder approval, an amendment to increase the pool by 15,000,000 shares to a total of 15,590,046 shares. The board recommends a vote “FOR” the amendment.

Key Details

• Quorum: at least 33.3% of the voting power of issued and outstanding shares must be present in person or by proxy; abstentions and broker non-votes count toward quorum.
• Plan share counts: 590,046 shares currently available under the Plan (post 1-for-60 reverse split). Proposed increase: +15,000,000 → 15,590,046 total.
• Record dates/dates: Proxy Statement filed April 30, 2026; Annual Meeting scheduled May 27, 2026; reverse split occurred December 31, 2024.
• Voting requirement: approval of Proposal 2 requires the affirmative vote of a majority of votes cast by stockholders present or by proxy (filing text refers to the “Special Meeting” in the votes-required section). If you already voted, you need not vote again unless you want to change your vote.

Why It Matters

• This filing matters to investors because the proposed 15,000,000-share increase would substantially enlarge the pool of shares available for employee, director and consultant awards, which could be dilutive to existing shareholders if those awards are granted and vested.
• The amendment is tied to listing and regulatory requirements (NYSE American listing rules, Section 422 tax treatment for incentive stock options, and Regulation U margin exemptions), so shareholder approval is required for those practical and compliance reasons.
• Currently no shares have been issued under the Plan since the business combination; if the amendment is not approved, the Plan will remain at the current 590,046-share pool.