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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): November 10, 2026
AtlasClear
Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41956 |
|
92-2303797 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
4350
West Cypress Street, Suite 270
Tampa,
FL
|
|
33607
|
| (Address
of principal executive offices) |
|
(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 ☐
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 10, 2026, AtlasClear Holdings, Inc. (the “Company”) received notice from NYSE Regulation of the NYSE American LLC
(“NYSE American”) that it had suspended trading of the Company’s common stock and determined to commence proceedings
to delist the Company’s common stock from the NYSE American as a result of its determination that the Company is no longer suitable
for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s common
stock.
The
Company has a right to a review of NYSE American’s determination to delist the Company’s common stock by the Listings Qualifications
Panel of the Committee for Review of the Board of Directors of the NYSE American, and the Company intends to request such a review; however,
there can be no assurance that any such appeal will be successful. The NYSE American notice states that it will apply to the Securities
and Exchange Commission to delist the Company’s common stock pending completion of applicable procedures, including any appeal
by the Company of its determination.
The
Company’s common stock is expected to begin trading on the OTC Pink Limited Market on November 11, 2026.
Item
8.01 Other Events.
On
November 10, 2026, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of such press release
is attached as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking
Statements
This
report, including exhibit 99.1 included herewith, contains “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited
to, statements that are based upon management’s current expectations, assumptions, estimates, projections and beliefs. The use
of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” or “would” and similar words or expressions
are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the Company’s
intention to regain compliance with the listing requirements of the NYSE American and its ability to do so. These statements involve
risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those
expressed in or implied by the forward-looking statements. The Company urges investors to consider specifically the various risk factors
identified in its most recent Form 10-K, and any risk factors or cautionary statements included in any subsequent Form 10-Q or Form 8-K,
filed with the U.S. Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date hereof,
and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, subsequent events
or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated November 10, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
November 12, 2026 |
|
/s/
Sandip Patel |
| |
Name: |
Sandip
Patel |
| |
Title: |
Chief
Financial Officer and General Counsel |
Exhibit
99.1
AtlasClear
Holdings Responds to NYSE American Trading Suspension and Delisting Proceedings; Intends to Appeal
-AtlasClearing
Remains Compliant with Regulatory Net Capital Requirements as Correspondent Clearing and Onboarding Continue-
-Common
Stock Expected to Be Quoted on the OTC Market Under “ATCH” During Appeal-
TAMPA,
Fla., Nov. 10, 2026 (GLOBE NEWSWIRE) — AtlasClear Holdings, Inc. (“AtlasClear” or the “Company”), a company
building regulated financial infrastructure for smaller institutions, fintechs and advisors, today announced that on November 10, 2026,
it was notified by NYSE American LLC (the “Exchange”) that the Exchange’s staff has suspended trading in the Company’s
common stock, effective immediately, and has determined to commence proceedings to delist the common stock. The Exchange cited Section
1003(f)(v) of the NYSE American Company Guide, based on the low selling price of the common stock.
Key
Takeaways
| ● | AtlasClearing’s
clearing operations continue in the ordinary course, and AtlasClearing remains compliant
with its regulatory net capital requirements. |
| | | |
| ● | The
Exchange’s determination is based on the low selling price of the common stock, not
on the Company’s operations or regulatory capital. |
| | | |
| ● | AtlasClearing
has signed eight correspondent broker-dealer agreements, and onboarding continues. |
| | | |
| ● | The
Company intends to appeal. During the appeal process, the common stock is expected to be
quoted on the OTC market under the symbol “ATCH.” |
| | | |
| ● | Shareholders
continue to own their shares; the suspension does not change the number of shares held or
shareholders’ percentage ownership. |
The
Company intends to appeal the staff’s determination by requesting a hearing before a Listing Qualifications Panel of the Committee
for Review of the Board of Directors of the Exchange, as permitted under Section 1203 of the NYSE American Company Guide. During the
appeal process, the common stock will remain suspended from trading on the NYSE American and is expected to be quoted on the OTC market.
The common stock remains listed on the NYSE American while the appeal is pending. The Exchange has stated that it will apply to the Securities
and Exchange Commission to delist the common stock only upon completion of all applicable procedures, including any appeal by the Company.
The Company currently intends to seek to effect a reverse stock split as one tool to support its appeal and continued listing. A reverse
stock split would not, by itself, change shareholders’ percentage ownership of the Company.
The
Exchange’s determination is based solely on the low selling price of the common stock. It does not relate to AtlasClearing’s
regulatory capital compliance, the Company’s financial condition or the status of its correspondent clearing operations.
“Our
underlying business remains operational, and our strategic priorities have not changed,” said John Schaible, Executive Chairman
of AtlasClear Holdings. “We intend to pursue the appeal process and seek to restore trading on the NYSE American, while continuing
to execute on our correspondent clearing strategy. AtlasClearing remains compliant with its regulatory capital requirements, and we believe
the progress we are making in expanding our clearing platform is what will ultimately define the business.”
“Our
correspondent clearing operations continue in the ordinary course, and our team remains focused on bringing additional firms onto the
platform,” said Craig Ridenhour, President of AtlasClear Holdings and Chairman of AtlasClearing, Inc. “We have invested in
the infrastructure, regulatory capabilities and personnel needed to support these relationships, and that work continues. On the operating
side, our focus is on converting signed correspondent agreements into active clearing relationships and building a stronger, more diversified
revenue base.”
Clearing
Operations and Growth Strategy Continue
AtlasClear’s
wholly owned subsidiary, AtlasClearing, Inc. (formerly Wilson-Davis & Co., Inc.) (“AtlasClearing”), continues to operate
its regulated clearing business and remains compliant with applicable net capital requirements. AtlasClearing has signed eight correspondent
broker-dealer agreements, and the Company remains focused on expanding its correspondent clearing relationships, onboarding signed broker-dealer
clients and developing its integrated financial infrastructure platform.
The
Company continues to pursue its strategy of providing clearing and financial infrastructure services to smaller broker-dealers and financial
institutions. Management remains focused on translating its growing correspondent network into active clearing activity, recurring revenue
opportunities and long-term operating growth.
AtlasClear’s
fiscal 2026 revenue increased 85% to $20.1 million, before material contributions from its newly signed correspondents, and cash more
than doubled to $15.4 million without the use of an at-the-market offering or equity line.
Trading
of Common Stock
The
Company’s common stock remains issued and outstanding. During the appeal process, the Company expects its common stock to be quoted
on the OTC market operated by OTC Markets Group under the symbol “ATCH.” The Company intends to continue to file reports
with the Securities and Exchange Commission and to provide regular updates to shareholders, and holders’ ownership, voting rights
and economic interests are unchanged. There can be no assurance that an active trading market will develop on the OTC market or that
the appeal will be successful such that trading in the common stock will resume on the NYSE American.
The
Company will file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the Exchange’s notice.
About
AtlasClear Holdings, Inc.
AtlasClear
Holdings, Inc. is building a technology-enabled financial services platform designed for trading, clearing, settlement, and banking for
emerging financial institutions and fintechs. Through its wholly owned subsidiary AtlasClearing, Inc. (formerly Wilson-Davis & Co.,
Inc.), a full-service correspondent broker-dealer registered with the SEC and FINRA, its pending acquisition of Ark Financial Services,
Inc., and its planned acquisition of Commercial Bancorp of Wyoming, AtlasClear Holdings seeks to deliver a vertically integrated suite
of investment banking, brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information, follow
us on LinkedIn or X and visit www.atlasclear.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended,
including statements regarding the Company’s appeal of the Exchange’s determination, a potential reverse stock split, the
quotation of its common stock on an over-the-counter market, the continuation of its business operations, the onboarding of correspondent
broker-dealers and the Company’s growth strategy. These statements are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially, including the outcome of any review of the Exchange’s determination;
the delisting of the common stock and its effect on liquidity, the market price and the Company’s ability to raise capital; the
effect of the suspension or delisting on the Company’s agreements, financing arrangements and pending transactions, including the
pending acquisitions of Ark Financial Services, Inc. and Commercial Bancorp of Wyoming; delays in onboarding correspondent broker-dealers;
and the other risks described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report
on Form 10-K for the fiscal year ended June 30, 2026, and subsequent filings. The Company undertakes no obligation to update any forward-looking
statement, except as required by law.
Company
Contact
AtlasClear
Holdings, Inc.
Email:
AtlasClearIR@atlasclear.com
Investor
Relations Contact
Jeff
Ramson, CEO
PCG
Advisory, Inc.
Email:
jramson@pcgadvisory.com
