UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the:

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

AtlasClear Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2203 N. Lois Avenue,

Suite 814

Tampa, FL 33607

April 30, 2026

To the Stockholders of AtlasClear Holdings, Inc.:

You are cordially invited to attend the annual meeting of stockholders of AtlasClear Holdings, Inc (the “Company”) to be held on Wednesday, May 27, 2026, at 10:00 a.m. Eastern time. The Annual Meeting will be held at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102. If you plan to attend the Annual Meeting, please refer to the attendance and registration information in the accompanying proxy statement (the “Proxy Statement”). You will be able to vote and submit questions in person during the Annual Meeting.

Information regarding each of the matters to be voted on at the annual meeting is contained in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Board of Directors recommends that you vote “FOR” each of the proposals to be presented at the meeting.

Your vote is important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and submit your proxy or vote instructions as soon as possible so that your shares may be voted in accordance with your wishes and so that the presence of a quorum may be assured.

Whether or not you plan to attend the annual meeting, we urge you to use our Internet voting system, to vote by telephone, or to complete, sign and date the accompanying proxy card and return it in the enclosed postage-prepaid envelope as soon as possible so that your shares will be represented at the annual meeting. If you later decide to change your vote, you may withdraw your proxy and vote at the annual meeting. Voting through our Internet voting system, by telephone or by written proxy will ensure your representation at the annual meeting if you do not attend the annual meeting.

Your vote is important. Whether you own a few shares or many, and whether or not you plan to attend the annual meeting, it is important that your shares be represented and voted. We thank you for your continued support of the Company and look forward to your participation in the annual meeting.

	Sincerely,

	/s/ John Schaible
	John Schaible
	Executive Chairman of the Board

2203 N. Lois Avenue,

Suite 814

Tampa, FL 33607

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 30, 2026

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of AtlasClear Holdings, Inc. (the “Company”) to be held on Wednesday, May 27, 2026, at 10:00 a.m. Eastern time. The Annual Meeting will be held at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102. If you plan to attend the Annual Meeting, please refer to the attendance and registration information in the accompanying proxy statement (the “Proxy Statement”). You will be able to vote and submit questions in person during the Annual Meeting. Enclosed with this proxy statement are your proxy card and our 2025 Annual Report on Form 10-K. At the meeting, you will be asked:

	1.	To elect the six directors nominated by our Board of Directors and named in the proxy statement to serve until the end of the Company’s next annual meeting of stockholders, or as to each, until their respective successors are duly elected and qualified, or their earlier death, resignation, disqualification or removal;

	2.	To approve an amendment to the AtlasClear Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”) (the “Equity Incentive Plan Amendment Proposal”);

	3.	To ratify the appointment of Haynie & Company as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2026; and

	4.	To transact any other business which properly may be brought before the annual meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote in favor of each of the nominees for director for Proposal 1, and in favor of Proposals 2 and 3, each as described in the accompanying proxy statement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTE INSTRUCTIONS AS SOON AS POSSIBLE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED.

You may cast your vote over the Internet or by completing and mailing the proxy card by following the instructions on the enclosed proxy card. Signing and returning the proxy card or submitting your proxy by Internet in advance of the Annual Meeting will not prevent you from voting at the Annual Meeting if you attend in person, but will assure that your vote is counted if you are unable to attend the Annual Meeting. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend the Annual Meeting.

	Sincerely,

	/s/ John Schaible
	John Schaible
	Executive Chairman of the Board

This proxy statement, including the form of proxy, is first being mailed to stockholders on or about May 1, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 27, 2026: The accompanying proxy statement and 2025 annual report are available at www.proxyvote.com.

Table of Contents

PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING		1
CORPORATE GOVERNANCE		5
PROPOSAL NO. 1—ELECTION OF DIRECTORS		10
EXECUTIVE OFFICERS		12
PROPOSAL NO. 2— APPROVAL AND ADOPTION OF AN AMENDMENT TO THE EQUITY INCENTIVE PLAN		13
PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		21
REPORT OF THE AUDIT COMMITTEE		23
EXECUTIVE AND DIRECTOR COMPENSATION		24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		28
OTHER MATTERS		29

	1.	To elect the six directors to serve until the Company’s next annual meeting of stockholders and until their successors are duly elected and qualified;

	2.	To approve an amendment to the AtlasClear Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 15,000,000 shares (the “Equity Incentive Plan Amendment Proposal”);

	3.	To ratify the appointment of Haynie & Company as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2026; and

	4.	To transact any other business which properly may be brought before the annual meeting or any adjournment or postponement thereof.

	●	To vote via the Internet prior to the meeting, go to www.proxyvote.com and follow the instructions there. You will need the 16-digit control number included on your proxy card or voter instruction form.

	●	To vote by telephone, dial the number listed on your proxy card or your voter instruction form. You will need the 16-digit control number included on your proxy card or voter instruction form.

	●	To vote by mail, complete, sign and date the proxy card provided and return it promptly in the postage-prepaid envelope provided.

	1.	FOR the election of each of the six directors nominated by our Board of Directors and named in the proxy statement to serve until the end of the Company’s next annual meeting of stockholders, or as to each, until their respective successors are duly elected and qualified, or their earlier death, resignation, disqualification or removal;

	2.	FOR the approval of the Equity Incentive Plan Amendment Proposal; and

	3.	FOR the ratification of the appointment of Haynie & Company as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2026.

	1.	You may submit another proxy bearing a later date by mail, Internet or telephone;

	2.	You may send written notice of revocation to the General Counsel of AtlasClear Holdings with a date later than the date of the previously submitted proxy; or

	3.	You may attend the annual meeting and vote in person.

	●	helping the Board oversee our corporate accounting and financial reporting processes;

	●	managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

	●	reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

	●	obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

	●	establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

	●	overseeing our policies on risk assessment and risk management, including cybersecurity risks;

	●	overseeing compliance with our code of business conduct and ethics;

	●	reviewing related person transactions; and

	●	approving or, as required, pre-approving audit and permissible non-audit services to be performed by the independent registered public accounting firm.

	●	reviewing, approving and determining, or making recommendations to the Board regarding, the compensation of our chief executive officer, other executive officers and senior management;

	●	reviewing, evaluating and recommending to the Board succession plans for our executive officers;

	●	reviewing and recommending to the Board the compensation paid to our non-employee directors;

	●	administering our equity incentive plans and other benefit programs;

	●	reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and

	●	reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.

	●	identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;

	●	considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;

	●	instituting plans or programs for the continuing education of the Board and the orientation of new directors;

	●	developing and making recommendations to the Board regarding corporate governance guidelines and matters;

	●	overseeing our corporate governance practices;

	●	overseeing periodic evaluations of the Board’s performance, including committees of the Board; and

	●	contributing to succession planning.

	2024		2025
Audit fees (1)	$	115,213	$	216,362
Audit-related fees (2)		—		—
Tax fees (3)		—		—
All other fees (4)		—		—
Total	$	115,213	$	216,362

(1)	Audit fees consist of fees billed for professional services rendered for the audit of (i) the Company’s financial statements for the six months ended June 30, 2024, in the amount of $115,213, and (ii) the Company’s financial statements for the year ended June 30, 2025, in the amount of $216,362.
(2)	Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Haynie for consultations concerning financial accounting and reporting standards for the six months ended June 30, 2024, and for the year ended June 30, 2025.
(3)	We did not pay Haynie for tax planning and tax advice for the six months ended June 30, 2024, and for the year ended June 30, 2025.
(4)	We did not pay Haynie for other services for the six months ended June 30, 2024, and for the year ended June 30, 2025.

	The Audit Committee

	Steven Carlson
	Thomas J. Hammond
	Robert D. Keyser

	Year Ended					All other
Name and Principal Position	June 30	Salary ($)		Bonus ($)		Compensation			Total ($)
John Schaible	2025		—		—		271,000	⁽¹⁾		271,000
Executive Chairman	2024		—		—		—			—

Craig Ridenhour	2025		—		—		282,527	⁽¹⁾		282,527
President	2024		—		—		—			—

Robert McBey⁽²⁾	2025		215,278		98,437		83,332			397,047
Former Chief Executive Officer	2024		538,509		100,000					638,509

Richard Barber⁽³⁾	2025		100,000		—		—			100,000
Former Chief Financial Officer	2024		—		—		—			—

(1)	Consists of consulting payments of $208,500 for each Executive Chairman and President and payments made to an affiliate entity as consulting services of $62,500 and $74,027, respectively, earned in the fiscal years ended June 30, 2025.

(2)	Includes (i) $215,278 of salary earned through the date of Mr. McBey’s termination from the position of Chief Executive Officer, (ii) a cash bonus of $98,437 and (iii) $83,332 separation payment Includes salary earned through the date of termination Mr. Barber’s termination from the position of Chief Financial Officer.

	●	each person who is the beneficial owner of more than 5% of the outstanding shares of Common Stock;

	●	each of our named executive officers and directors; and

	●	all of our executive officers and directors as a group.

	Number of Shares		Percentage of
	Beneficially		Outstanding Shares
Name and Address of Beneficial Owner⁽¹⁾	Owned		of Common Stock
Directors and executive officers of AtlasClear Holdings:
Steven Carlson⁽²⁾		52,928		*
Thomas J. Hammond⁽³⁾		2,041		*
Robert D. Keyser⁽⁴⁾		5,536,000		3.6	%
Sandip I. Patel⁽⁵⁾		1,159,719		*
Craig Ridenhour		—		—
John Schaible⁽⁶⁾		18,932		*
All directors and executive officers as a group (6 individuals)		6,769,620		4.4	%
5% or More Stockholders
Funicular Funds, LP⁽⁷⁾		16,232,439		9.99	%

*	Less than 1%.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o AtlasClear Holdings, Inc., 2203 N. Lois Avenue, Suite 814, Tampa, FL 33607.

(2)	Consists of Private Warrants to purchase 52,928 shares of Common Stock that are currently exercisable.

(3)	Consists of (i) 706 shares of Common Stock and (ii) Private Warrants to purchase 1,335 shares of Common Stock that are currently exercisable.

(4)	Consists of (i) 833,333 shares owned by Sixth Borough Capital Fund, LP (“Sixth Borough”), 833,334 shares of Common Stock issuable upon the exercise of warrants held by Sixth Borough, 3,333,333 shares of Common Stock issuable upon the exercise of a convertible debenture held by Sixth Borough and (iv) 536,000 warrants held by Dawson James Securities, Inc. (“Dawson James”). Mr. Keyser is the President of Sixth Borough and the Chief Executive Officer of Dawson James and, accordingly, may be deemed to beneficially own the securities held by Sixth Borough and Dawson James. Mr. Keyser disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

(5)	Consists of (i) 805,130 shares of Common Stock and (ii) warrants to purchase 354,589 shares of Common Stock that are currently exercisable.

(6)	Consists of (i) 798,237 shares of Common Stock and (ii) Private Warrants to purchase 11,719 shares of Common Stock that are currently exercisable.

(7)	According to a Schedule 13G filed with the SEC on October 17, 2025 by Funicular Funds, LP, a Delaware limited partnership, Cable Car Capital, LP, a Delaware limited partnership and Jacob Ma-Weaver, a citizen of the United States. Based on the Schedule 13G, the reporting persons’ ownership consists of 4,083,333 shares of Common Stock as well as a convertible promissory note and warrants which are exercisable for Common Stock within 60 days, in each case subject to a 9.99% beneficial ownership limitation. Each of the reporting persons’ principal business address is 601 California Street, Suite 1151, San Francisco, CA 94108.

SEC Form DEF 14A filed by AtlasClear Holdings Inc.