ATCH / AtlasClear Holdings, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - AIRTOUCH FORM 8-K 3/20/13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 20, 2013 AIRTOUCH COMMUNICATIONS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 18, 2013 AIRTOUCH COMMUNICATIONS, INC.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 7, 2013 AIRTOUCH COMMUNICATIONS, INC.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 333-146478 AIRTOUCH CO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - AIRTOUCH FORM 8-K 10/19/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 19, 2012 AIRTOUCH COMMUNICATIONS, INC.

Quarterly Report - AIRTOUCH FORM 10-Q/A 6/30/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 333-14647

Quarterly Report - AIRTOUCH FORM 10-Q 6/30/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 333-146478 AIRTOUCH COMMUNI

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - AIRTOUCH FORM 8-K 6/25/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 25, 2012 AIRTOUCH COMMUNICATIONS, INC.

Quarterly Report - AIRTOUCH FORM 10-Q 3/31/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 333-146478 AIRTOUCH COMMUN

Annual Report - AIRTOUCH FORM 10-K 12/31/11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-146478 AirTouch Communications, Inc.

AIRTOUCH COMMUNICATIONS, INC. 2012 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

EX-10.19 9 airtouchex1019.htm FORM OF 2012 NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 10.19 AIRTOUCH COMMUNICATIONS, INC. 2012 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of 20 (the “Grant Date”), is between AirTouch Communications, Inc., a Delaware corporation (the “Company”), and (the “

ENGINEERING SERVICES AGREEMENT

EXHIBIT 10.16 ENGINEERING SERVICES AGREEMENT This Agreement (“Agreement”) executed as of November 1, 2011 (“Contract Date”), by and between AirTouch, Inc. (“Company”) and AirTouch Labs, Inc, (“Contractor”). Company and Contractor agree as follows: 1. Contract Service The Contractor will provide hardware and software wireless communication device engineering services as necessary to bring the Compa

WAXESS RESEARCH & DEVELOPMENT, INC. RESTRICTED STOCK PURCHASE AGREEMENT

EXHIBIT 10.13 WAXESS RESEARCH & DEVELOPMENT, INC. RESTRICTED STOCK PURCHASE AGREEMENT This RESTRICTED STOCK PURCHASE AGREEMENT. dated as of April 15, 2011 (the “Agreement”) is entered into by and between Hidekazu Nakama (“PURCHASER”) and Waxess Research & Development, Inc., a California corporation (“SELLER”). WITNESSETH A. WHEREAS, this Agreement is being entered into to provide for the initial c

AIRTOUCH COMMUNICATIONS, INC. RESTRICTED STOCK PURCHASE AGREEMENT

EXHIBIT 10.15 AIRTOUCH COMMUNICATIONS, INC. RESTRICTED STOCK PURCHASE AGREEMENT This RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 26, 2011 (the “Effective Date”) is entered into by and between AirTouch Communications, Inc., a Delaware corporation (“PURCHASER”) and Mr. Fujita Takahiro (“SELLER”). W I T N E S S E T H A. WHEREAS, SELLER desires to sell and the PURCHASER d

List of Subsidiaries

EX-21.1 11 airtouchex211.htm LIST OF SUBSIDIARIES EXHIBIT 21.1 List of Subsidiaries AirTouch, Inc., a California corporation (100%) AirTouch Japan, Inc., a Japanese corporation (100%) AirTouch Shenzhen, a Chinese corporation (50%) AirTouch Labs, Inc., a California corporation (49%)

AIRTOUCH COMMUNICATIONS, INC. 2012 EQUITY INCENTIVE PLAN

EXHIBIT 10.17 AIRTOUCH COMMUNICATIONS, INC. 2012 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2012 Equity Incentive Plan (the “Plan”) is intended as an incentive to attract and retain directors, officers, consultants, advisors and employees to AirTouch Communications, Inc., a Delaware corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f) of the

WARRANT EXCHANGE AGREEMENT

EXHIBIT 10.20 WARRANT EXCHANGE AGREEMENT THIS WARRANT EXCHANGE AGREEMENT (the “Agreement”), dated as of January 23, 2012, between AirTouch Communications, Inc., a Delaware corporation (the “Company”), and Brightpoint, Inc. (“Holder”). WHEREAS, the Holder owns warrants to purchase 3,593,407 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) for $3.00 per share until t

AIRTOUCH COMMUNICATIONS, INC. 2012 EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT

EX-10.18 8 airtouchex1018.htm FORM OF 2012 INCENTIVE STOCK OPTION AGREEMENT EXHIBIT 10.18 AIRTOUCH COMMUNICATIONS, INC. 2012 EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , 20 (the “Grant Date”), is between AirTouch Communications, Inc., a Delaware corporation (the “Company”), and (the “Optionee

GLOBAL MASTER DISTRIBUTION AND SERVICES AGREEMENT

EX-10.12 2 airtouchex1012.htm GLOBAL MASTER DISTRIBUTION AND SERVICES AGREEMENT DATED JULY 23, 2010 BETWEEN WAXESS USA, INC. AND BRIGHTPOINT, INC EXHIBIT 10.12 GLOBAL MASTER DISTRIBUTION AND SERVICES AGREEMENT THIS GLOBAL MASTER DISTRIBUTION AND SERVICES AGREEMENT (“Agreement”) is made effective as of July 23, 2010 (“Effective Date”), by and between Brightpoint, Inc., an Indiana corporation, with

WAXESS RESEARCH & DEVELOPMENT, INC. RESTRICTED STOCK PURCHASE AGREEMENT

EXHIBIT 10.14 WAXESS RESEARCH & DEVELOPMENT, INC. RESTRICTED STOCK PURCHASE AGREEMENT This RESTRICTED STOCK PURCHASE AGREEMENT. dated as of April 15, 2011 (the “Agreement”) is entered into by and between Waxess USA. Inc (“PURCHASER”) and Waxess Research & Development. Inc., a California corporation (“SELLER”). WITNESSETH A. WHEREAS, this Agreement is being entered into to provide for the initial c

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 24, 2012 AIRTOUCH COMMUNICATIONS, INC.

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AIRTOUCH COMMUNICATIONS, INC. 1401 Dove Street, Suite 330 Newport Beach, CA 92660 November 30, 2011 EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Larry Spirgel, Esq. Re: AirTouch Communications, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 29, 2011 File No. 333-177071 Ladies and Gentlemen:

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November 10, 2011 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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October 14, 2011 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.