UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
On December 19, 2024, Richard Barber resigned as the Chief Financial Officer of AtlasClear Holdings, Inc. (the “Company”), effective as of such date. Mr. Barber agreed to remain available to the Company to help ensure a smooth transition. The Company thanks Mr. Barber for his services and wishes him well in his future endeavors. The Company has begun a search for Mr. Barber’s successor.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As of December 19, 2024, the Company’s Board of Directors (the “Board”) approved the amendment of the Company’s Amended and Restated Bylaws, effective as of that date (the “Bylaws Amendment”), to reduce the quorum required for the transaction of business at stockholder meetings from the holders of a majority of the voting power of the Company’s outstanding shares of stock to the holders of 33.3% of the voting power of the Company’s outstanding shares of stock. The Board approved the Bylaws Amendment to lower the risk of failing to achieve the required quorum for any stockholder meetings, which failure would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs, such as proxy solicitation costs, and suffer other potential disruptions to its business and distraction for management.
The foregoing description of the Bylaws Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | ||
| 3.1 | Amendment to the Amended and Restated Bylaws of the Company | ||
| 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: December 27, 2024 | /s/ John Schaible | |
| Name: | John Schaible | |
| Title: | Executive Chairman | |