AtlasClear Holdings Announces Intent to Effect Reverse Stock Split

Rhea-AI Summary

AtlasClear Holdings (NYSE American: ATCH) has announced a 1-for-60 reverse stock split of its common stock, effective December 31, 2024. The stock will begin trading on a split-adjusted basis on January 2, 2025, maintaining its 'ATCH' symbol on NYSE American with a new CUSIP number 128745 205.

This decision follows stockholder approval at an October 21, 2024 special meeting, where four alternative split ratios (1-for-30, 1-for-40, 1-for-50, or 1-for-60) were approved. The board selected the 1-for-60 ratio. Each existing share will be converted into 1/60th of a share, with fractional shares rounded up to the nearest whole share. The split won't alter stockholders' equity percentage and won't change the stock's par value or authorized share count.

Positive

• Fractional shares will be rounded up to whole shares, benefiting small stockholders
• Maintains NYSE American listing compliance

Negative

• Significant 1-for-60 reduction in outstanding shares indicates potential share price concerns
• Implementation of maximum approved ratio (1-for-60) suggests more severe price support needs

Insights

Financial Analyst

AtlasClear Holdings' planned 1-for-60 reverse stock split represents a significant corporate restructuring aimed at boosting the share price and maintaining NYSE American listing compliance. The 60:1 ratio is notably aggressive, being the highest among the four options (30, 40, 50, or 60) previously approved by shareholders. This substantial consolidation suggests serious concerns about the current stock price levels. A key technical aspect is the upward rounding of fractional shares, which could marginally benefit small shareholders but potentially impact the company's share count. The timing, set for December 31, 2024, strategically aligns with year-end tax considerations for investors. While reverse splits don't fundamentally change company value, they often signal financial distress and historically correlate with negative market perception. The maintenance of the current authorized share count post-split effectively increases the board's flexibility for future issuances, which could lead to potential dilution concerns.

Market Structure Specialist

The technical implementation of this reverse split warrants careful attention. The adjustment mechanism for outstanding warrants, convertible notes and other derivative securities will create complex repricing scenarios across the capital structure. The new CUSIP number (128745 205) assignment indicates a fundamental security restructuring that will affect clearing, settlement and options market making. Institutional investors holding large positions should prepare for potential temporary liquidity constraints during the transition period around January 2, 2025. The decision to maintain NYSE American listing suggests the company is proactively addressing listing requirements, though the extreme ratio choice of 1:60 implies significant price pressure. The automatic rounding up of fractional shares could create minor arbitrage opportunities for sophisticated traders but may also lead to temporary price discovery inefficiencies in the immediate post-split period.

Common Stock Will Begin Trading on a Split-Adjusted Basis on January 2, 2025

TAMPA, Fla.--(BUSINESS WIRE)-- AtlasClear Holdings, Inc. (NYSE American: ATCH) (“AtlasClear Holdings” or the “Company”) today announces that it intends to effect a 1-for-60 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split will become effective on December 31, 2024 (the “Effective Time”) upon filing with the Delaware Secretary of State of an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”), and the Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on January 2, 2025. The Company’s common stock will continue to trade on NYSE American LLC under the symbol “ATCH.” The new CUSIP number for the common stock following the Reverse Stock Split will be 128745 205.

As previously disclosed, at the Company’s special meeting of stockholders held on October 21, 2024, the Company’s stockholders voted to approve four alternative amendments to the Company’s Charter to effect a Reverse Stock Split of the Company’s common stock at a ratio of either 1-for 30, 1-for-40, 1-for 50 or 1-for 60, with such ratio and the implementation and timing of such Reverse Stock Split to be determined by the Company’s board of directors. The board of directors subsequently approved the implementation of a 1-for-60 Reverse Stock Split.

As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately prior to the Effective Time will be automatically reclassified as and converted into one-sixtieth (1/60) of a share of common stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split but any fractional share resulting from the Reverse Stock Split will be rounded up to the next whole number. As a result, stockholders who otherwise would be entitled to receive a fractional share will instead receive a whole share of common stock from the Company’s transfer agent, Continental Stock Transfer and Trust Company as a result of the Reverse Stock Split.

The Reverse Stock Split did not change the par value of the common stock or the authorized number of shares of common stock. All outstanding warrants, convertible notes or other securities entitling their holders to purchase or obtain or convert into shares of our common stock will be adjusted, as required by the terms of these securities.

About AtlasClear Holdings, Inc.

AtlasClear Holdings plans to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking of evolving and innovative financial products with a focus on the small and middle market financial services firms. The strategic goal of AtlasClear Holdings is to have a fully vertically integrated suite of cloud-based products including account opening, trade execution, risk management, regulatory reporting and settlement. The team that leads AtlasClear Holdings consists of respected financial services industry veterans that have founded and led other companies in the industry including Penson Clearing, Southwest Securities, NexTrade, Symbiont, and Anderen Bank.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Reverse Stock Split and other future events and expectations described in this press release. The Company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including AtlasClear Holdings’ failure to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of AtlasClear Holdings to maintain relationships with customers and suppliers and strategic alliance third parties, and to retain its management and key employees; changes in general economic or political conditions; changes in the markets that AtlasClear Holdings targets; slowdowns in securities or cryptocurrency trading or shifting demand for trading, clearing and settling financial products; any change in laws applicable to AtlasClear Holdings or any regulatory or judicial interpretation thereof; and other factors, risks and uncertainties, including those that were included under the heading "Risk Factors" in AtlasClear Holdings’ Transition Report on Form 10-KT filed with the Securities and Exchange Commission on October 16, 2024 and its subsequent filings with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this document. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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Media

AtlasClearPR@atlasclear.com



Investors

AtlasClearIR@atlasclear.com

Source: AtlasClear

FAQ

What is the reverse stock split ratio announced by AtlasClear Holdings (ATCH)?

AtlasClear Holdings announced a 1-for-60 reverse stock split, effective December 31, 2024.

When will ATCH stock begin trading on a split-adjusted basis?

ATCH stock will begin trading on a split-adjusted basis when the market opens on January 2, 2025.

How will fractional shares be handled in the ATCH reverse split?

Fractional shares resulting from the reverse split will be rounded up to the next whole number of shares.

What options for split ratios were approved by ATCH shareholders?

Shareholders approved four potential ratios at the October 21, 2024 meeting: 1-for-30, 1-for-40, 1-for-50, or 1-for-60.

Will the ATCH reverse split affect stockholders' percentage ownership?

No, the reverse split will not alter any stockholder's percentage interest in the company's equity, except for minimal adjustments due to fractional share rounding.