UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 4, 2025

AtlasClear Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

001-41956
(Commission
File Number)

92-2303797
(I.R.S. Employer
Identification No.)

2203 Lois Ave., Ste. 814

Tampa, FL

(Address of principal executive offices)

33607

(Zip Code)

(727) 446-6660
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ATCH		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

On August 4, 2025, Mark Smith resigned as a member of the board of directors (the “Board”) of AtlasClear Holdings, Inc. (the “Company”), effective as of such date. The resignation of Mr. Smith was not the result of any disagreements on any matter related to the Company’s operations, policies or practices.

On August 7, 2025, the Board appointed Robert D. Keyser to the Board to fill the vacancy resulting from Mr. Smith’s departure. Mr. Keyser was also appointed to the audit committee of the Board. Mr. Keyser will be entitled to receive the same compensation payable to the Company’s non-employee directors generally.

There are no arrangements or understandings between Mr. Keyser and any other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which Mr. Keyser has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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: August 8, 2025	/s/ John Schaible
	Name:	John Schaible
	Title:	Executive Chairman

SEC Form 8-K filed by AtlasClear Holdings Inc.