If You Invested in AtlasClear Holdings Inc WTS (ATCHW)

AtlasClear Holdings, Inc. is a publicly traded company whose common stock is listed on the NYSE American under the trading symbol ATCH. The warrants associated with the company trade under the symbol ATCHW. According to its SEC filings, AtlasClear Holdings, Inc. is classified as an emerging growth company under U.S. securities regulations.

The company files periodic and current reports with the U.S. Securities and Exchange Commission (SEC). Multiple Form 8-K filings describe AtlasClear Holdings, Inc. as the registrant and confirm that its common stock, with a par value of $0.0001 per share, is registered under Section 12(b) of the Securities Exchange Act of 1934 and trades on the NYSE American.

AtlasClear Holdings, Inc. has disclosed in its filings that it has a wholly owned subsidiary named Wilson-Davis & Co., Inc. Several Form 8-K reports state that the company issues press releases announcing financial results for this subsidiary, as well as financial results for the company for particular fiscal periods. These disclosures indicate that Wilson-Davis & Co., Inc. is consolidated within AtlasClear Holdings, Inc. for reporting purposes.

In addition to current reports, AtlasClear Holdings, Inc. has filed a registration statement on Form S-1. The S-1 filing includes extensive financial and structural information, such as references to convertible notes, merger financing, software and software development costs, developed technology rights, customer lists, and various note and derivative liability designations. The S-1 also references AtlasClear Inc. and several related members and instruments, reflecting a capital structure that includes secured convertible notes, short-term notes, long-term notes, and other financing arrangements.

The company’s SEC filings also reference a number of counterparties and related parties in connection with financing and subsequent events, including entities such as Wilson-Davis & Co., Inc., Commercial Bancorp, various note holders, and other parties identified in the S-1. These references appear in the context of debt instruments, subscription agreements, merger financing and derivative financial instrument liabilities, as detailed in the registration statement.

AtlasClear Holdings, Inc. identifies itself in its filings as an emerging growth company, which allows it to take advantage of certain reporting and disclosure accommodations under U.S. securities laws. This status is explicitly indicated by a checked box in several Form 8-K filings.

Trading and Capital Structure

Common stock: AtlasClear Holdings, Inc. has common stock with a par value of $0.0001 per share registered on the NYSE American under the symbol ATCH, as disclosed in multiple Form 8-K filings.

Warrants: The company also has warrants that trade under the symbol ATCHW. These warrants are associated with AtlasClear Holdings, Inc. and represent a separate security linked to the company’s equity.

Convertible and other notes: The S-1 registration statement describes various financing instruments, including convertible promissory notes, secured convertible notes, short-term notes, long-term notes, and merger financing-related convertible notes. The filing also identifies related derivative financial instrument liabilities and earnout liabilities, as well as subscription agreements and share purchase commitment agreements.

Financing Activities

In a Form 8-K dated September 17, 2025, AtlasClear Holdings, Inc. reports that, on September 16, 2025, the company entered into separate securities purchase agreements with certain institutional investors. Under these agreements, the company agreed to issue and sell convertible promissory notes in a private placement. The filing specifies that these notes are subject to an original issue discount, may be converted into equity at the time of a qualified financing, and are intended to be used for general corporate purposes and working capital. The same filing notes that the notes and related securities are offered in reliance on exemptions from registration under the Securities Act of 1933 and applicable state laws.

The September 17, 2025 Form 8-K also discloses that a placement agent, Dawson James Securities, Inc., was engaged in connection with the offering of the notes, and that the company agreed to pay fees based on aggregate gross proceeds and to reimburse certain expenses, subject to a cap. The filing further notes that a portion of the notes is being purchased by an entity controlled by a member of the company’s board of directors, and that this relationship is described in the context of related party participation.

Financial Reporting

AtlasClear Holdings, Inc. uses Form 8-K to furnish information regarding its financial condition and results of operations. Several Form 8-K filings, identified under Item 2.02, state that the company issues press releases announcing financial results either for AtlasClear Holdings, Inc. itself for specific fiscal quarters, or for its wholly owned subsidiary Wilson-Davis & Co., Inc. for particular months or quarters. These filings clarify that the information is furnished, not filed, for purposes of Section 18 of the Exchange Act, and that it is not automatically incorporated by reference into other Securities Act or Exchange Act filings unless specifically stated.

The S-1 registration statement contains detailed financial disclosures, including references to software and software development costs, leasehold improvements, furniture and fixtures, equipment, computer software intangible assets, developed technology rights, and customer lists. It also includes numerous references to derivative financial instruments, convertible debt securities, and related measurement inputs such as share price, risk-free interest rate, price volatility, discount rate, default rate, and recovery rate.

Regulatory Status and Filings

AtlasClear Holdings, Inc. is a registrant under the Securities Exchange Act of 1934 and files current reports on Form 8-K, as well as registration statements on Form S-1. Its filings indicate that the company’s securities are registered pursuant to Section 12(b) of the Exchange Act and that its common stock trades on the NYSE American. The company has not, in the provided filings, reported a delisting, deregistration, bankruptcy, or completed merger that would change this status.

The company’s filings also reference unregistered sales of equity securities, private placements, and the use of exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. These disclosures appear in the context of the issuance of convertible promissory notes and related securities.

Subsidiaries and Related Entities

AtlasClear Holdings, Inc. identifies Wilson-Davis & Co., Inc. as its wholly owned subsidiary in several Form 8-K filings, particularly in connection with the reporting of financial results for that entity. The S-1 registration statement also references AtlasClear Inc. and various members and counterparties in the context of financing arrangements, merger financing, and subsequent events.