AtlasClear SEC Filings

AtlasClear Holdings, Inc. reported a sharp swing to profitability for the quarter ended December 31, 2025, driven mainly by financing-related gains and tax items. Total revenue for the quarter rose to $5.1 million from $2.7 million a year earlier, led by higher commissions and other revenue. Operating expenses increased to $7.5 million, leaving an operating loss of $2.5 million, but large non-cash gains on derivatives and a reduction in earnout liabilities lifted total other income to $9.4 million, resulting in net income of $6.8 million.

For the six months ended December 31, 2025, revenue reached $9.3 million and net income was $6.3 million, with diluted earnings per share of $0.06. The balance sheet strengthened: total assets increased to $77.6 million, stockholders’ equity improved to $21.7 million from a deficit, and cash and restricted cash rose to $46.2 million. During the period, AtlasClear completed a Restated Note financing with Funicular Funds and an Equity SPA that together provided approximately $15.85 million in gross financing and converted existing convertible notes.

The company disclosed that prior substantial doubt about its ability to continue as a going concern has been alleviated following these financings and expected cash flows. It also reversed an accrued stock-repurchase excise tax of $2.6 million after final U.S. Treasury regulations, contributing to improved earnings and equity. As of February 10, 2026, AtlasClear had 149,692,496 shares of common stock outstanding.

AtlasClear Holdings, Inc. entered into a definitive share purchase agreement to acquire all outstanding shares of Commercial Bancorp, parent of Farmers State Bank, a profitable, well‑capitalized Federal Reserve member bank. The deal replaces a prior merger agreement that had expired.

Consideration will be predominantly equity-based, with sellers agreeing in the press release to take approximately 73% of total value in AtlasClear common stock and the balance in cash, subject to adjustments. AtlasClear will make a $100,000 earnest money deposit, and upon closing will own 100% of Commercial Bancorp, fully consolidating Farmers State Bank.

The acquisition is intended to give AtlasClear a regulated banking infrastructure, including deposits, payment rails and lending capabilities, supporting its plan to build an integrated clearing, banking and financial services platform. Closing remains subject to customary conditions, including Federal Reserve and Wyoming banking approvals and SEC effectiveness of a resale registration statement for the deal shares.

AtlasClear Holdings, Inc. filed a current report to announce that its wholly owned subsidiary, Wilson-Davis & Co., Inc., released financial results for the month ended October 31, 2025. The company issued a press release on December 1, 2025 detailing these subsidiary results, which are provided as an exhibit to the report.

The disclosure is furnished under the results of operations and financial condition item and is not treated as filed for liability purposes under the securities laws, unless later specifically incorporated by reference into another registration or reporting document.

AtlasClear Holdings, Inc. has filed an amended Form S-1 to register the resale of up to 51,930,375 shares of its Common Stock by selling stockholders. These shares, described as the “Offered Shares,” represent approximately 35.9% of the 144,580,170 shares of Common Stock outstanding as of November 25, 2025. The company will not receive any proceeds from these resales but will bear the registration costs, while selling stockholders will pay any selling commissions.

The filing explains that many Offered Shares were or may be acquired at prices below the recent market price of $0.30 per share on the NYSE American under the ticker “ATCH”, which could increase selling pressure and price volatility. The prospectus also describes a Restated secured convertible note with Funicular for $10,097,782 at 11% interest, convertible at $0.75 per share, and an equity financing at $0.60 per Unit with associated warrants. AtlasClear highlights its strategy to build a technology-enabled clearing and banking platform and notes its status as an emerging growth and smaller reporting company.

AtlasClear Holdings, Inc. filed a current report to note that it issued a press release with selected financial results for the fiscal quarter ended September 30, 2025. The company stated that the press release, dated November 14, 2025, discusses its results of operations and financial condition for that quarter and is attached as an exhibit to the report. The filing clarifies that this information is being furnished rather than filed, which affects how it may be used under securities laws.

AtlasClear Holdings (ATCH) reported Q3 results and post‑quarter financings. Revenue rose to $4,250,590 from $2,804,082 a year ago, driven mainly by higher commissions and other revenue. Expenses were $5,127,828, resulting in a loss from operations of $877,238 and a net loss of $440,294. Operating cash flow was negative $2,500,236; financing cash inflows were $5,140,445.

Balance sheet items showed cash and restricted cash of $32,184,428 and total assets of $73,634,759. Total liabilities were $66,778,576. The stockholders’ balance improved to $6,856,183 from $(6,797,448) at June 30, reflecting significant note-to-equity conversions. Shares outstanding increased to 126,819,145 at September 30 (from 40,165,603 at June 30), including 63,944,332 issued upon conversion of a secured convertible note at $0.15 per share.

After quarter-end, the company completed approximately $15.75 million of gross financings, including an amended secured convertible note and $10 million of equity units at $0.60 per unit with $0.75 warrants. Management concluded these transactions alleviated prior substantial doubt about going concern. Wilson‑Davis reported net capital of $12,281,941, exceeding minimums by $12,031,941.

AtlasClear Holdings, Inc. filed a Form S-1 registering the resale of up to 48,597,042 shares of Common Stock by selling stockholders, from time to time after effectiveness. The company stated it will not receive any proceeds from these sales; selling stockholders will receive any sale proceeds.

As of November 6, 2025, 144,580,170 shares of Common Stock were outstanding. The registered resale amount represents approximately 33.6% of outstanding shares, which the company notes could increase trading supply and pressure the market price. AtlasClear’s Common Stock trades on NYSE American under “ATCH”; on November 5, 2025, the last sale price was $0.33 per share.

The prospectus allows selling stockholders to sell through various methods described under “Plan of Distribution.” AtlasClear will bear registration costs, while selling stockholders will bear their own commissions and discounts.

AtlasClear Holdings (ATCH) furnished an 8-K under Item 2.02 announcing that its wholly owned subsidiary, Wilson-Davis & Co., Inc., released certain financial results for the three months ended September 30, 2025.

The company attached a press release as Exhibit 99.1. The information was furnished, not filed, under the Exchange Act, meaning it is not subject to Section 18 liability or automatically incorporated by reference.