ATCH Adds Robert D. Keyser to Board After Mark Smith Resigns

Rhea-AI Filing Summary

AtlasClear Holdings reported that Mark Smith resigned from its board effective August 4, 2025, and the company stated the resignation was not the result of any disagreements over its operations, policies or practices. The board filled the resulting vacancy on August 7, 2025 by appointing Robert D. Keyser, who was also named to the audit committee.

The filing states Mr. Keyser will receive the same compensation as the company’s non-employee directors and that there are no arrangements or understandings related to his selection. The company also discloses no transactions involving Mr. Keyser that require regulatory disclosure.

Positive

• Board vacancy filled promptly by appointment of Robert D. Keyser on August 7, 2025
• Audit committee membership added with Mr. Keyser’s appointment to that committee
• No disagreements reported — the resignation was explicitly stated not to arise from disagreements

Negative

• Director departure — Mark Smith resigned effective August 4, 2025
• Limited disclosure of new director background — the filing does not provide biographical or experience details for Mr. Keyser

Insights

Corporate Governance Expert

TL;DR: Routine board turnover: a director resigned with no disclosed disagreement and a replacement was promptly appointed to the audit committee.

The resignation of Mark Smith, described as not resulting from any disagreements, and the quick appointment of Robert D. Keyser indicate a straightforward governance transition. The filing explicitly notes there are no arrangements between Mr. Keyser and other persons regarding his selection and no reportable transactions involving him. Inclusion on the audit committee is notable for committee composition but the filing provides no biography or background details on Mr. Keyser to assess experience or independence.

Securities Analyst

TL;DR: Neutral, non-operational disclosure: governance change reported with no disclosed conflicts or material transactions.

The 8-K is limited to a director resignation and appointment and does not present any financial, operational, or related-party issues. Mr. Keyser will receive the same compensation as other non-employee directors and has been assigned to the audit committee, which may affect committee dynamics. From a securities perspective, the disclosure appears routine and not material to the company’s financial position based on the information provided.

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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): August 4, 2025

AtlasClear Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-41956
(Commission
File Number) 92-2303797
(I.R.S. Employer
Identification No.)

2203 Lois Ave., Ste. 814 Tampa, FL (Address of principal executive offices)   33607 (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 x

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.

On August 4, 2025, Mark Smith resigned as a member of the board of directors (the “Board”) of AtlasClear Holdings, Inc. (the “Company”), effective as of such date. The resignation of Mr. Smith was not the result of any disagreements on any matter related to the Company’s operations, policies or practices.

On August 7, 2025, the Board appointed Robert D. Keyser to the Board to fill the vacancy resulting from Mr. Smith’s departure. Mr. Keyser was also appointed to the audit committee of the Board. Mr. Keyser will be entitled to receive the same compensation payable to the Company’s non-employee directors generally.

There are no arrangements or understandings between Mr. Keyser and any other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which Mr. Keyser has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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: August 8, 2025	/s/ John Schaible
	Name:	John Schaible
	Title:	Executive Chairman

FAQ

What did AtlasClear (ATCH) disclose in its 8-K about board changes?

The company disclosed that Mark Smith resigned from the board effective August 4, 2025, and that Robert D. Keyser was appointed on August 7, 2025 to fill the vacancy and join the audit committee.

Was Mark Smith's resignation related to disagreements with AtlasClear (ATCH)?

No. The filing states the resignation was not the result of any disagreements on any matter related to the company’s operations, policies or practices.

Will the new director receive special compensation at AtlasClear (ATCH)?

No. The filing states Mr. Keyser will be entitled to the same compensation payable to the company’s non-employee directors generally.

Are there any related-party transactions disclosed involving Robert D. Keyser?

The filing states there are no transactions related to the company in which Mr. Keyser has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Which committee will Robert D. Keyser serve on at AtlasClear (ATCH)?

Mr. Keyser was appointed to the audit committee of the board.