{"url_path":"/sec/atch/8-k/2026-05-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1963088/0001493152-26-022538-index.html","accession_number":"0001493152-26-022538","cik":"0001963088","ticker":"ATCH","issuer_name":"AtlasClear Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1963088/0001493152-26-022538-index.html","primary_entity_key":"0001963088","primary_entity_name":"AtlasClear Holdings, Inc."},"word_count":1391,"has_tables":true,"body_markdown":"** **\n\n**Item\n8.01 Other Events.**\n\n** **\n\n**Supplement\nto Definitive Proxy Statement**\n\n \n\nOn\nApril 30, 2026, AtlasClear Holdings, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”)\nfor the solicitation of proxies in connection with an annual meeting of the Company’s stockholders to be held on May 27, 2026 (the\n“Annual Meeting”). The Company has determined to amend and supplement certain information contained in the Proxy Statement\nas described in this Current Report on Form 8-K (the “Proxy Supplement”). In particular, this Proxy Supplement corrects the\ndisclosure regarding what constitutes a quorum to conduct business at the annual meeting and clarifies that only 590,046 shares of the\nCompany’s common stock were reserved for issuance under the Company’s 2024 Equity Incentive Plan, after giving effect to\nthe 1-for-60 reverse stock split effected by the Company on December 31, 2024. Defined terms used but not defined herein have the meanings\nset forth in the Proxy Statement and all page references are to pages in the Proxy Statement.\n\n \n\nThe\namendments and supplements to the existing disclosure in the Proxy Statement are set forth below. Other than these amendments and supplements,\nthe Proxy Statement remains unchanged, and this Proxy Supplement does not otherwise amend, supplement, or affect the Proxy Statement.\nFrom and after the date of this Proxy Supplement, any references to the “Proxy Statement” are to the Proxy Statement as amended\nand supplemented by this Proxy Supplement. This Proxy Supplement should be read in conjunction with the Proxy Statement and the other\nproxy materials previously made available to stockholders in connection with the Annual Meeting. If you have already voted your shares,\nyou do not need to vote again unless you would like to change or revoke your prior vote on any proposal.\n\n \n\nThis\nProxy Supplement amends and supplements the disclosures in the Proxy Statement as follows:\n\n* *\n\n*Certain\ndisclosure on page 2 of the Proxy Statement is hereby amended and restated to read as follows:*\n\n** **\n\n**What\nconstitutes a quorum?**\n\n \n\nTo\nconduct business at the annual meeting, at least 33.3% of the voting power of the issued and outstanding shares of the Company\nentitled to vote at the meeting must be present in person or represented by proxy. This is known as a “**quorum**.” Abstentions\nand broker non-votes (described below) will count toward establishing a quorum.\n\n* *\n\n*Certain\ndisclosure on page 13 of the Proxy Statement is hereby amended and restated to read as follows:*\n\n \n\n**PROPOSAL\n2**\n\n** **\n\n**APPROVAL\nAND ADOPTION OF AN AMENDMENT TO THE ATLASCLEAR HOLDINGS, INC. 2024 EQUITY INCENTIVE PLAN**\n\n \n\n**Background\nand Purpose**\n\n** **\n\nThe\nAtlasClear Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”), was originally adopted by the Board and approved by our\nstockholders in February 2024 in connection with the Business Combination (as defined below). We are asking our stockholders to approve\nan amendment to the Plan (the “Amended Plan”) to increase the number of shares of our Common Stock reserved for issuance\nthereunder by 15,000,000 shares.\n\n \n\nThe\npurpose of the Amended Plan is to provide a means for us to enhance our ability to attract, retain and incentivize employees, independent\ncontractors and directors and promote the success of our business. Our Board believes that equity compensation is a vital element of\nour compensation program and that the ability to grant stock awards at competitive levels is in the best interest of us and our stockholders.\nThe Board believes the Amended Plan is critical in enabling us to grant stock awards as an incentive and retention tool as we continue\nto compete for talent.\n\n \n\n \n\n \n\n \n\nIf\nthe Amended Plan is not approved by stockholders, the Plan will remain in effect with its current share pool. As of the record date,\n590,046 shares of our Common Stock were authorized and available for issuance under the Plan. On February 9, 2024 (the “Closing\nDate”), the Company consummated the previously announced transactions pursuant to that certain Business Combination Agreement,\ndated November 16, 2022 (as amended, the “Business Combination Agreement”), by and among the Company, Quantum, Calculator\nMerger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 1”), Calculator Merger\nSub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 2”), AtlasClear, Inc., a\nWyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and\nRobert McBey. The transactions consummated as a result of the Business Combination Agreement are referred to herein as the “Business\nCombination.” After giving effect to the 1-for-60 reverse stock split effected by the Company on December 31, 2024, 196,682\nshares of Common Stock were initially issuable under the Plan, and based on the terms of the “evergreen” provisions of the\nPlan, a maximum of an additional 196,682 shares may be added on the first day of each fiscal year. As a result, 590,046 shares of Common\nStock are currently authorized and available for issuance under the Plan. Since its adoption upon the closing of our Business Combination,\nno shares have been issued under the Plan. In order to provide the appropriate equity incentives to employees and other service providers\nin the future, our Board approved, subject to stockholder approval, an increase of 15,000,000 shares of our Common Stock reserved for\nissuance under the Amended Plan from 590,046 to 15,590,046. The Board and our compensation committee believe that approval of\nthe Amended Plan will enable us to continue to use the Plan to achieve employee performance, recruiting, retention and incentive goals.\nIn particular, the Board and our compensation committee believe that our employees are our most valuable assets and that awards granted\nunder the Amended Plan will be vital to our ability to attract and retain outstanding and highly skilled individuals in the extremely\ncompetitive labor markets in which we compete. Such awards also are crucial to our ability to motivate employees to achieve our goals.\n\n \n\nOur\nBoard recommends that stockholders approve these changes and if the stockholders do not approve them, the Amended Plan will not go into\neffect and our Board will consider whether to adopt some alternative arrangement based on its assessment of our needs.\n\n \n\nStockholder\napproval of the Amended Plan is required (i) for purposes of complying with the stockholder approval requirements for listing our shares\non the NYSE American, (ii) to comply with the incentive stock options rules under Section 422 of the Code, as described below, and (iii)\nfor the Amended Plan to be eligible under the “plan lender” exemption from the margin requirements of Regulation U promulgated\nunder the Exchange Act.\n\n* *\n\n*Certain\ndisclosure on page 14 of the Proxy Statement is hereby amended and restated to read as follows:*\n\n* *\n\n*Number\nof Shares*\n\n \n\nCurrently,\nthe total number of shares of our Common Stock that may be subject to the granting of awards (each, an “Award”) under the\nPlan is equal to 590,046 shares. If the amendment is approved, the total number of shares of our Common Stock that may be subject\nto the granting of Awards under the Amended Plan will be equal to 15,590,046 shares. The shares may be authorized, but unissued,\nor reacquired shares of Common Stock. Furthermore, subject to adjustments as set forth in the Amended Plan, in no event shall the maximum\naggregate number of shares that may be issued under the Amended Plan pursuant to incentive stock options exceed the number set forth\nabove plus, to the extent allowable under Section 422 of the Code and the regulations promulgated thereunder, any shares that become\navailable for issuance pursuant to the Amended Plan pursuant to the provisions below.\n\n* *\n\n*Certain\ndisclosure on page 20 of the Proxy Statement is hereby amended and restated to read as follows:*\n\n** **\n\n**Votes\nRequired**\n\n \n\nThe\napproval of this Proposal 2 requires the affirmative vote of the holders of a majority of the votes cast by the stockholders present\nin person or by proxy at the Special Meeting and entitled to vote thereon.\n\n** **\n\n**THE\nBOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2 TO AMEND OUR 2024 EQUITY INCENTIVE PLAN TO EFFECT AN INCREASE\nOF 15,000,000 SHARES OF OUR COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN FROM 590,046 TO 15,590,046.**\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \n \n**ATLASCLEAR\nHOLDINGS, INC.**\n\n \n \n \n\nDate:\nMay 12, 2026\n \n\n*/s/\nJohn Schaible*\n\n \nName:\nJohn\nSchaible\n\n \nTitle:\nExecutive\nChairman"}