ATCH Atlasclear Holdings, Inc. - 8-K

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

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