AtlasClear SEC Filings

AtlasClear Holdings (ATCH) completed new financing, entering an amended and restated securities purchase agreement and issuing a secured convertible promissory note for a $10,000,000 purchase price. The amended note has $10,097,782 principal (including prior outstanding principal), bears 11% interest payable semi-annually, matures on October 8, 2030, and is convertible at an initial $0.75 per share, subject to anti-dilution and customary adjustments.

The note is secured by substantially all assets of the company and its subsidiaries and includes covenants limiting additional debt, liens, and asset sales. If conversions would exceed 19.9% of outstanding common stock, the company will seek stockholder approval under NYSE American rules.

In a concurrent private placement, the company sold units priced at $0.60 each, consisting of one share and a five-year warrant initially exercisable at $0.75 per share, with a 9.9% beneficial ownership blocker and cash or cashless exercise features. An affiliate of a director purchased $500,000 of units. Registration rights were granted to file for the resale of shares issuable from the note and warrants. Dawson James Securities acted as placement agent with tiered fee percentages.

AtlasClear Holdings, Inc. (ATCH) Schedule 13G/A shows Funicular Funds, LP; Cable Car Capital, LP; and Jacob Ma-Weaver each report beneficial ownership of 682,477 shares, representing 0.54% of the outstanding common stock. The reported interest arises from the remaining principal balance of approximately $97,782 on a secured convertible promissory note and related warrants exercisable within 60 days. All three reporting persons indicate sole voting and dispositive power over the shares and certify the holdings are not for the purpose of changing control of the issuer.

AtlasClear Holdings amended its annual report detailing the post-acquisition capital structure, debt instruments, stock-based settlements and material contingent liabilities. The company completed a 1-for-60 reverse stock split leaving 40,165,603 shares issued and outstanding at June 30, 2025 (207,585 at June 30, 2024 pre-split adjusted), and recognized earnout liabilities for acquisition-related consideration with a fair value of $11,369,000 at June 30, 2025 (down from $12,298,000). Multiple convertible and promissory notes remain outstanding including a Funicular secured note (original principal disclosed as $6,000,000 with PIK interest adjustments to $9,357,195 as of Dec 31, 2024) and a Chardan Note aggregate principal of $5,209,764. The company reported derivative liabilities related to convertible instruments and a contingent FINRA-related liability estimated at $100,000. Various issuances of shares were used to settle fees, interest, and service agreements.

AtlasClear Holdings, Inc. filed a current report to furnish a press release that announces its financial results for the three months and fiscal year ended June 30, 2025. The press release is included as Exhibit 99.1 and is incorporated by reference. The company notes that this information is being provided under Item 2.02, Results of Operations and Financial Condition, and is treated as “furnished,” not “filed,” under securities laws. AtlasClear’s common stock, par value $0.0001 per share, trades on the NYSE American under the symbol ATCH, and the company is identified as an emerging growth company.

AtlasClear Holdings, Inc. 10-K discloses substantial execution and financial risks tied to its planned CB Merger, integration of Wilson-Davis, and multiple financing arrangements. The company completed a reverse stock split that reduced issued and outstanding shares from 12,455,157 to 207,585 with proportional EPS adjustments and no change to total equity. Several promissory and convertible notes exist: Interest Solutions Note ($275,000 principal, 13% interest), JonesTrading Note ($375,000 principal, 13% interest, amended conversion price floor to $0.75 with 585,229 shares issued in settlement), Toppan Note ($160,025 principal, 13% interest), and a Winston & Strawn subscription agreement potentially settling up to $2,500,000 in stock and recorded as a derivative liability of $2,489,945. The filing also notes a pending Chardan litigation alleging breach of a registration rights agreement and extensive operational, regulatory, cybersecurity, concentration, and dilution risks tied to share issuances and convertible instruments.

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.