ATLASCLEAR HOLDINGS, INC. Item 8.01 Other Events.
As previously disclosed, on
In connection with the Business Combination, TradeStation has filed a
registration statement on Form S-4 (File No. 333-261885) (the "Registration
Statement") with the
On
Attached as Exhibit 99.2 and Exhibit 99.3 hereto and incorporated by reference
herein is an investor presentation and conference call script, respectively,
each dated
Additional Information and Where to Find It
Company stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and the definitive proxy statement/prospectus in connection with the Company's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed Business Combination (the "Special Meeting"), because these documents will contain important information about the Company, TradeStation and the proposed Business Combination. When available, the definitive proxy statement/ prospectus will be mailed to Company stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting.
The Company's stockholders may also obtain a copy of the proxy
statement/prospectus, once available, as well as other documents filed with the
Participants in Solicitation
The Company, TradeStation, and their respective directors and officers and
certain investors may be deemed participants in the solicitation of proxies of
the Company stockholders in connection with the proposed Business Combination.
Company stockholders and other interested persons may obtain, without charge,
more detailed information regarding the directors and officers of the Company in
the Company's registration statement on Form S-1 (File No. 333-252226), which
was declared effective by the
Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by representatives of the Company and TradeStation and their respective affiliates from time to time may contain, a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this Current Report on Form 8-K or such oral statements, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning TradeStation's and the Company's expectations with respect to the future performance of the combined company, including whether this proposed Business Combination will generate returns for stockholders, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business Combination.
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These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside TradeStation's or the Company's management's control, that could cause
actual results to differ materially from the results discussed in the
forward-looking statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement and the proposed Business Combination contemplated thereby;
(b) the inability to complete the proposed Business Combination, including due
to the failure to obtain the requisite approval of the stockholders of the
Company or other conditions to closing in the Merger Agreement; (c) the ability
to meet the
The Company and TradeStation caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither the Company nor TradeStation undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release, other than pursuant to applicable law.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
No Assurances
There can be no assurance that the proposed Business Combination will be completed, nor can there be any assurance, if the proposed Business Combination is completed, that the potential benefits of combining the companies will be realized.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release of TradeStation datedJanuary 31, 2022 99.2 Investor Presentation datedJanuary 31, 2022 99.3 Conference Call Script datedJanuary 31, 2022 99.4 Investor Presentation Slides 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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