AtlasClear Holdings, Inc. filings document the company’s fintech business, public-company governance and capital structure. Its 8-K reports include operating and financial results, including disclosures related to the wholly owned subsidiary Wilson-Davis & Co., Inc., while registration statements describe securities, financing arrangements and related risk factors.
The filing record also includes proxy materials for stockholder voting matters, governance disclosures and security-listing information for ATCH common stock on the NYSE American. AtlasClear reports as an emerging growth company, and its filings address material agreements, securities structure and financial reporting matters relevant to that status.
AtlasClear Holdings, Inc. entered into additional convertible note financing and updated key executive employment agreements. The company sold new convertible promissory notes with an aggregate principal amount of $2,400,000 for a gross additional purchase price of $2,000,000, reflecting a 20% original issue discount, in a private placement relying on Section 4(a)(2) and Rule 506. Board member Sandip Patel purchased $1,000,000 of principal and an entity controlled by director Robert D. Keyser Jr. purchased $450,000.
AtlasClear entered or amended multi-year employment agreements with Executive Chairman John Schaible and President Craig Ridenhour, providing escalating base salaries up to $500,000, one-time cash signing bonuses of $300,000 each, stock grants and stock price-based awards, plus severance benefits up to three times salary and target bonus in certain terminations and change in control scenarios. Sandip Patel became General Counsel and Chief Financial Officer under a three-year agreement with a base salary rising to $450,000, a $250,000 signing bonus and similar incentive and severance structures. The board appointed Steven Carlson as a new director and committee member, and Mr. Patel resigned from board committees.
AtlasClear Holdings, Inc. entered into additional convertible note financing and updated key executive employment agreements. The company sold new convertible promissory notes with an aggregate principal amount of $2,400,000 for a gross additional purchase price of $2,000,000, reflecting a 20% original issue discount, in a private placement relying on Section 4(a)(2) and Rule 506. Board member Sandip Patel purchased $1,000,000 of principal and an entity controlled by director Robert D. Keyser Jr. purchased $450,000.
AtlasClear entered or amended multi-year employment agreements with Executive Chairman John Schaible and President Craig Ridenhour, providing escalating base salaries up to $500,000, one-time cash signing bonuses of $300,000 each, stock grants and stock price-based awards, plus severance benefits up to three times salary and target bonus in certain terminations and change in control scenarios. Sandip Patel became General Counsel and Chief Financial Officer under a three-year agreement with a base salary rising to $450,000, a $250,000 signing bonus and similar incentive and severance structures. The board appointed Steven Carlson as a new director and committee member, and Mr. Patel resigned from board committees.
AtlasClear Holdings, Inc. entered into securities purchase agreements with institutional investors to issue convertible promissory notes with an aggregate principal amount of $3.6 million for a gross purchase price of $3.0 million, reflecting a 20% original issue discount. The notes bear no interest and mature on the earlier of six months from issuance or the completion of a Qualified Financing, defined as a capital raise of at least $10 million.
At the closing of a Qualified Financing, each noteholder may elect to convert its note into equity at the same per-share price as the new financing. AtlasClear plans to use the proceeds for general corporate purposes and working capital and may issue up to an additional $2.4 million in principal amount of notes for up to $2.0 million in additional gross proceeds. Dawson James Securities, Inc. is acting as placement agent for a 5% fee on gross proceeds, and $600,000 of the notes are being purchased by Sixth Borough Capital Fund, LP, an entity controlled by a company director who is also the placement agent’s CEO.
AtlasClear Holdings reported that Mark Smith resigned from its board effective August 4, 2025, and the company stated the resignation was not the result of any disagreements over its operations, policies or practices. The board filled the resulting vacancy on August 7, 2025 by appointing Robert D. Keyser, who was also named to the audit committee.
The filing states Mr. Keyser will receive the same compensation as the company’s non-employee directors and that there are no arrangements or understandings related to his selection. The company also discloses no transactions involving Mr. Keyser that require regulatory disclosure.