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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): May 27, 2026
AtlasClear
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41956 |
|
92-2303797 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2203
N. Lois Ave., Ste.
814
Tampa,
FL
|
|
33607
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
(727)
446-6660
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
ATCH |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
reported on the Form 8-K filed by AtlasClear Holdings, Inc. (the “Company”) on May 29, 2026, on May 27, 2026, the stockholders
of the Company approved a first amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan (the “Plan”).
The Plan Amendment had previously been approved by the Company’s board of directors, subject to stockholder approval. The Plan
Amendment increases the number of shares of the company’s common stock authorized for issuance under the Plan by 15,000,000.
A
detailed summary of the Plan and Plan Amendment appears on pages 13 through 20 of the Company’s definitive proxy statement on Schedule
14A, which was filed with the Securities and Exchange Commission on April 30, 2026, as supplemented by additional proxy materials filed
with the SEC on May 12, 2026. That summary is incorporated herein by reference.
The
foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
First Amendment to AtlasClear Holdings, Inc. 2024 Equity Incentive Plan. |
| 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:
June 1, 2026 |
/s/
John Schaible |
| |
Name:
John Schaible |
| |
Title:
Executive Chairman |
