Proxy Results Form 8 K

On October 23, 2024, AtlasClear Holdings, Inc. (the "Company"), Quantum Ventures LLC, Chardan Capital Markets, LLC ("Chardan") and Chardan Quantum LLC entered into an agreement pursuant to which they settled the claim previously referenced in the Company's filing of a current report on Form 8-K on April 17, 2024, and any and all related claims (the "Settlement Agreement"). In connection with the Settlement Agreement, Chardan exchanged the convertible, interest-bearing promissory note originally issued by the Company on February 9, 2024, in the aggregate principal amount of $4,150,000 (the "Original Note") for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (the "Chardan Amended Note"). While the Chardan Amended Note does not bear interest, it can be converted from time to time by Chardan into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), on terms substantially similar to the conversion provisions in the Original Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Note.

In connection with the Settlement Agreement, on October 23, 2024, the Company and Chardan entered into an amendment (the "Chardan Amended RRA") to the registration rights agreement, dated February 9, 2024, pursuant to which the Company agreed, among other things, to file, by December 31, 2024, a registration statement with the Securities and Exchange Commission (the "SEC"), registering the resale of shares of Common Stock issuable upon conversion of the Chardan Amended Note. If the resale registration statement (i) is not filed by December 31, 2024, then the interest rate of the Chardan Amended Note will increase by 2% per annum until the date of the filing, and shall be prorated for such period until the date of such filing and (ii) is not effective by March 31, 2025, then the interest rate on the Chardan Amended Note will increase to 19.99% per annum from March 31, 2025 until the date of effectiveness.

The foregoing summaries provide only a brief description of the Chardan Amended Note and the Chardan Amended RRA. The summaries do not purport to be complete and are qualified in their entireties by the full text of such documents, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.