AtlasClear Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
ATCH$0.14+4.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001410578-25-001330
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001104659-25-111657
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 108 previous paragraphs and 64 current paragraphs.
23 unchanged; 12 reworded; 29 added; 70 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 33 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (29)
Current report
On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear purchased a proprietary trading platform with clearing and settlement capabilities that will be developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”).
Current report
Debenture
Current report
On August 4, 2025, the Company entered into a securities purchase agreement (“August-Securities Purchase Agreement”) with an institutional investor under which the Company agreed to issue and sell, in a private placement, Series A convertible debentures (the “Debenture”) for an aggregate principal amount of $500,000, for a gross purchase price of $490,000, net of legal fees. The Debenture bears 10% interest and matures on August 3, 2026. The holder is entitled to convert the unpaid principal amount of the Debenture, plus accrued interest and penalties, any time, at $0.15 per share. If, at any time after Closing, the Company receives financing from third party (excluding the Holder), the Company is required to pay to the Holder, in the form of cash, equity, or a combination of the two, solely at the discretion of the Holder, one hundred percent (100%) of the proceeds raised from the third party in excess of an aggregate amount of $10,000,000 (the “Threshold Amount”) until such time as the Face Amount of the Debenture has been paid in full. The Company agreed that, within sixty (60) calendar days after the Closing Date, the Company will file with the Securities and Exchange Commission (the “SEC”) (at the Company’s sole cost and expense) a registration statement, or an amendment to a previously-filed registration statement (as applicable, a “Registration Statement”) registering the resale of the shares of Common Stock underlying the Debenture.
Current report
Convertible Notes
Current report
On September 16, 2025, September 19, 2025 and September 23, 2025, the Company entered into separate securities purchase agreements (each, a “September-Securities Purchase Agreement”) with certain institutional investors under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Convertible Note” and collectively, the “Convertible Notes”) for an aggregate principal amount of $6,000,000, for a gross purchase price of $5,000,000, reflecting a 20% original issue discount, before fees and other expenses. The Notes did not bear interest, and were to mature on the earlier of six months from issuance or the date that the Company completes a Qualified Financing (meaning an issuance and sale of capital stock raising gross proceeds of at least $10 million, as defined in the Notes). The Convertible Notes were convertible into equity, at each holder’s option, at the closing of a Qualified Financing, at the same per share price as the securities sold in the Qualified Financing. The Notes were subject to customary events of default and related remedies. In October 2025, upon the consummation of the transactions contemplated by the Equity SPA (as defined below), $4.25 million payable by the Company under the Convertible Notes was converted into Units (as defined below), and the remaining balance of the Convertible Notes was paid in full.
Current report
Convertible Note Financing
Current report
On October 8, 2025, the Company entered into an amended and restated securities purchase agreement (the “Restated SPA”) with Funicular Funds, LP (“Funicular”), which amended and restated in its entirety the securities purchase agreement, dated February 9, 2024, pursuant to which the Company had issued and sold to Funicular, in a private placement, a million secured convertible note in the original principal amount of $6,000,000 (the “Funicular Note”). Pursuant to the Restated SPA, the Company issued and sold to Funicular, for a purchase price of $10,000,000, an amended and restated convertible promissory note, dated October 8, 2025 (the “Restated Note”), which amends and restates the Funicular Note in its entirety. The principal amount of the Restated Note is $10,097,782, consisting of the $10,000,000 purchase price plus $97,782 in remaining outstanding principal under the Funicular Note.
Current report
The Restated Note is secured by a perfected security interest in substantially all of the existing and future assets of the Company and each Grantor (as defined in the Security Agreement, as defined below), including a pledge of all of the capital stock of each of the Grantors, subject to certain exceptions, as evidenced by (i) the security agreement, dated as of February 9, 2024 (the “Security Agreement”), among the Company, each of the Company’s subsidiaries and Funicular, and (ii) the guaranty, dated as of February 9, 2024 (the “Guaranty”), executed by each of the Company’s subsidiaries pursuant to which each of them has agreed to guaranty the obligations of the Company under the Restated Note and the other Loan Documents (as defined in the Restated Note), each of which was entered into in connection with the Funicular Note.
Current report
Pursuant to the Restated SPA, the Company agreed, among other things, that if the Restated Note becomes convertible into a number of shares of common stock in excess of 19.9% of the Company’s total number of shares of common stock outstanding, to seek the approval of its stockholders for the issuance of all shares of common stock issuable upon conversion of the Restated Note in excess of that amount, in accordance with the rules of the NYSE American.
Current report
Equity Financing
Current report
On October 8, 2025, the Company entered into a securities purchase agreement (the “Equity SPA”) with certain institutional investors (each, an “Investor”), including Funicular, pursuant to which the Company agreed to issue and sell, in a private placement, an aggregate of 16,666,666 units of securities (each, a “Unit”), for a purchase price of $0.60 per Unit. Each Unit consists of one share of the Company’s common stock and one warrant (each, a “2025 Warrant”) to purchase common stock.
Current report
The 2025 Warrants are immediately exercisable on a cash basis or exchangeable on a cashless basis and will expire five years from the date of issuance. Each 2025 Warrant will be initially exercisable for one share of common stock at an initial exercise price of $0.75 per share, subject to adjustment for stock splits, distributions and the like (the “Initial Exercise Price”). The Initial Exercise Price is also subject to potential increase if the Company completes certain subsequent offerings at a price greater than the Initial Exercise Price while the 2025 Warrants remain outstanding. At any time after the issuance of the 2025 Warrants, the holder of the 2025 Warrants may exchange the 2025 Warrants on a cashless basis for a number of shares of common stock determined by multiplying the total number of shares with respect to which the 2025 Warrant is then being exercised by the Black Scholes Value (as defined in the 2025 Warrant) divided by the lower of the two closing bid prices of the common stock in the two days prior the time of such exercise.
Current report
In the event of a Fundamental Transaction (as defined in the 2025 Warrants), the holders of the 2025 Warrants will be entitled to receive upon exercise of the 2025 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the 2025 Warrants immediately prior to such Fundamental Transaction. Additionally, as more fully described in the 2025 Warrants, the holders of the 2025 Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the 2025 Warrant in connection with a Fundamental Transaction. If the Company fails to timely deliver the shares of common stock issuable upon exercise of the 2025 Warrants, the Company will be subject to liquidated damages.
Current report
Subject to the provisions of the Equity SPA, if, during the 12-month period commencing on the date of the closing, the Company carries out one or more Subsequent Financings (as defined in the Equity SPA), each Investor that purchases $50,000 or more of Units will have the right to participate in an amount up to 100% of such Investor’s investment amount under the Equity SPA in any such securities offered by the Company, subject to certain exceptions.
Current report
The Company engaged Dawson James Securities, Inc. as the placement agent (the “Placement Agent”) with respect to the offering of the Units. The Company agreed to pay the Placement Agent’s fees totaling (i) 4.5% of the aggregate gross from the sale of the Restated Note, (ii) 6% of the aggregate gross proceeds from the sale of the Units to current or previous investors not introduced to the Company by the Placement Agent and (iii) 7% of the aggregate gross proceeds from the sale of the Units to investors introduced to the Company by the Placement Agent, and to reimburse the Placement Agent’s expenses (subject to a cap). The Company also agreed to issue certain warrants to the Placement Agent and its designees
Current report
$500,000 of the Units sold pursuant to the Equity SPA were purchased by Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors and the Chief Executive Officer of the Placement Agent.
Current report
The closings of the issuance and sale of the Note and the Units occurred on October 9 through October 14, 2025.
Current report
At the closings, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file one or more registration statements covering the resale of the shares of common stock included as part of the Units, as well as the shares issuable upon conversion of the Restated Note or exercise of the Warrants. The Company will be subject to liquidated damages if it fails to meet certain conditions set forth in the Registration Rights Agreement.
Current report
Total expenses of $5,025,909 for the three months ended September 30, 2025, represent an increase of $1,280,725 from total expenses of $3,745,184 for the three-month period ended September 30, 2024. The increase was primarily due to an increase in variable compensation related to the increase in revenue.
Current report
Data processing and clearing costs decreased to $584,250 for the three-month period ended September 30, 2025 compared to $611,646 for the three month period ending September 30, 2024. The decrease was due to renegotiating a long term contract with Wilson Davis’s primary vendor.
Current report
Regulatory, professional fees and related expenses decreased to $250,573 for the three months ended September 30, 2025 compared to $1,095,819 in the three-month period ended September 30, 2024. The decrease was primarily due a reduction in legal fees in the period ending September 30, 2025.
Current report
Stock based compensation increased to $155,411 for the three months ended September 30, 2025 as a result of the new employment agreement entered into with the executive officers. The expense incurred in the quarter ended September 30, 2025 is the pro rata portion over the service period of the granted stock based compensation. No such expense was present in the three months period ended September 30, 2024.
Current report
Other income of $283,909 for the three-month period ended September 30, 2025, represents a significant decrease from $11,710,887 for the three-month period ended September 30, 2024. The decrease was due to the changes in fair value of various financial instruments, which were settled in the three month period ended September 30, 2025.The primary decrease is for $11,049,685 related to the change in the fair value of the short term and long term notes issued to the sellers of Wilson-Davis during the three months ended September 30, 2024. During the year ended June 30,2025 the Company settled a substantial balance of the sellers’ notes, resulting in a significant decrease in the carrying balance of the derivative embedded in the sellers notes. In addition, during the three months ended September 30, 2025 the remaining balance were converted into shares, resulting in the change in fair value of $103,185.
Current report
The foregoing factors resulted in a net loss of $440,294 for the three-month period ended September 30, 2025, compared to net income of $10,748,033 for the three-month period ended September 30, 2024. The decrease was primarily due to the gain recognized from changes in fair value of the convertible notes that resulted from a change is valuation model as a result of the Company not having sufficient shares authorized to deliver upon its share obligations during the three-month period ended September 30, 2025.
Current report
Going Concern Consideration
Current report
Historically, the Company has funded its operations primarily through the issuance of equity and debt securities. As of September 30, 2025, the Company had cash and cash equivalents of $2,692,063 and had experienced recurring operating losses. These factors previously raised substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these financial statements.
Current report
Subsequent to quarter end, on October 8, 2025, the Company entered into (i) the Restated SPA with Funicular Funds, LP, pursuant to which the Company issued and sold the Restated Note for gross proceeds of $10.0 million, and (ii) the Equity SPA with certain institutional investors, including Funicular, pursuant to which the Company issued and sold Units at $0.60 per Unit for an aggregate sales price of $10.0 million (including $4.25 million converted from the Convertible Notes). The closings of these financings occurred between October 9 and October 14, 2025.
Current report
Management believes that the total net proceeds from these financings, together with expected cash inflows from operations, will provide adequate liquidity to support the Company’s operating plan and meet its obligations for at least the next twelve months following the date of this filing. As a result, management has determined that substantial doubt about the Company’s ability to continue as a going concern has been alleviated.
Current report
Management continues to evaluate its operating plan, monitor cash flow requirements, and assess potential financing alternatives to support the Company’s long-term growth initiatives and capital requirements.
Removed paragraphs (70)
Previous report
Reverse Stock Split and Increase in Authorized Shares
Previous report
On December 31, 2024, we effected a 1-for-60 reverse stock split of our Common Stock. As a result of the reverse stock split, every 60 shares of our issued and outstanding Common Stock were automatically combined into one share of Common stock, with any fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value of the Common Stock, however, on December 30, 2024, we increased the number of authorized shares to 525,000,000 shares, consisting of 500,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, $0.0001 par value per share. The reverse stock split has been applied retroactively in the accompanying consolidated financial statements and related disclosures for all periods presented. All share and per-share amounts, including earnings per share (“EPS”), have been adjusted accordingly to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.
Previous report
The impact of the reverse stock split is summarized as follows:
Previous report
We believe that the reverse stock split was necessary to regain compliance with stock exchange listing requirements and improve marketability of the stock.
Previous report
Business Combination
Previous report
Amendments to Broker-Dealer Acquisition Agreement
Previous report
Prior to the Closing, AtlasClear and AltasClear Holdings entered into two amendments to the Broker-Dealer Acquisition Agreement (as defined in the with Wilson-Davis and the then-owners of Wilson-Davis (the “Wilson-Davis Sellers”), Amendment No. 8 dated January 9, 2024 (“Amendment No. 8”) and Amendment No. 9 dated February 7, 2024 (“Amendment No. 9” and, together with Amendment No. 8, the “Amendments”). Among other things, the Amendments reduced the total purchase price payable under the Broker- Dealer Acquisition Agreement by $5 million and reduced the cash payable at the Wilson-Davis Closing as part of the purchase price to $8 million, with the balance of the purchase price paid in the form of convertible promissory notes issued by AtlasClear to the Wilson-Davis Sellers, as follows: (i) $5,000,000 in aggregate principal amount of notes due 90 days after the Closing Date (the “Short-Term Notes”) and (ii) $7,971,000 in aggregate principal amount of notes due 24 months after the Closing Date (the “Long-Term Notes” and, together with the Short-Term Notes, the “Seller Notes”). The Short-Term Notes accrue interest at a rate of 9% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, cash), and are convertible at the option of the holder at any time during the continuance of an event of default, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion. The Long-Term Notes accrue interest at a rate of 13% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, in cash), and are convertible at the option of the holder at any time commencing six months after the Closing Date, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion (or 85% if an event of default occurs and is continuing).
Previous report
For more information about the Amendments to Broker-Dealer Acquisition Agreement, see Note 9 under Sellers Note and Contingent Guarantee.
Previous report
Funicular Convertible Note Financing
Previous report
On February 9, 2024, AtlasClear Holdings and Quantum entered into a securities purchase agreement (the “Funicular Purchase Agreement”) with Funicular, pursuant to which AtlasClear Holdings sold and issued to Funicular, on that date, a secured convertible promissory note (the “Funicular Note”) in the principal amount of $6,000,000 for a purchase price of $6,000,000, in a private placement (the “Note Financing”). The proceeds raised in the Note Financing were used to pay a portion of the purchase price paid at Closing to the Wilson-Davis sellers. The Funicular Note has a stated maturity date of November 9, 2025. Interest accrues at a rate per annum equal to 12.5%, and is payable semi-annually on each June 30 and December 31. On each interest payment date, the accrued and unpaid
Previous report
On January 7, 2025, the Company and Funicular entered into an Amendment, Waiver and Consent (the “Funicular Amendment”). Pursuant to the Funicular Amendment, the Company and Funicular agreed to certain amendments to the Funicular Note, and the registration rights agreement (the “Funicular RRA”), including an extension of the maturity date of the Funicular Note from November 9, 2025 to January 31, 2028. In addition, Funicular agreed to waive certain defaults by the Company under the Secured Note and the Funicular RRA and consented to the transactions contemplated by the Funicular Purchase Agreement.
Previous report
For more information about the Note Financing, see Notes 9 and 14 under Secured Convertible Note.
Previous report
Pacsquare Purchase Agreement
Previous report
Pursuant to the transactions contemplated by a letter of intent, on February 16, 2024, AtlasClear and Pacsquare entered into a Source Code Purchase Agreement and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear acquired the AtlasClear Platform. Pursuant to the Pacsquare Purchase Agreement, Pacsquare will develop, implement and launch the AtlasClear Platform and provide maintenance and support services as described in the agreement. The Pacsquare Purchase Agreement provides that Pacsquare will develop and deliver to AtlasClear the Level 1 equities trading platform and that it will develop and deliver all modules of the clearing platform within 12 months of signing the Pacsquare Purchase Agreement. AtlasClear owns all the intellectual property relating to the AtlasClear Platform, including the software and source code. The Pacsquare Purchase Agreement also granted AtlasClear a right of first refusal to any products or services that relate to trading, settlement, clearance or any other business of AtlasClear that Pacsquare proposes to offer to other persons. The purchase price for the assets was $4.8 million as follows: (i) $1.9 million, consisting of (A) $100,000 payable in a cash upon delivery of the source code and execution of the Pacsquare Purchase Agreement; (B) $850,000 payable in shares of Common Stock at a price of $6.00 per share; and (C) $950,000 to be paid in four monthly installments of $237,500, payable in shares of Common Stock at the price per share on the day of issuance and (ii) $2.7 million to be paid ratably on a module-by-module basis upon delivery and acceptance of each of the AtlasClear Platform modules. AtlasClear has sole discretion to determine whether any of the foregoing payments will be made in cash or shares of Common Stock. The Company has issued 336,000 shares of Common Stock to Pacsquare pursuant to the terms of the Pacsquare Purchase Agreement at a price of $3.32 per share in satisfaction of a total cash amount of $1,150,000. Of the remaining purchase price, $950,000 is payable in four monthly installments of $237,500 in cash or shares of Common Stock at the price per share on the day of issuance, as source code is provided; and $2.7 million is payable on a module-by-module basis at the price per share on the day of issuance. To date, Pacsquare has not delivered the AtlasClear Level 1 equities trading platform or the modules of the clearing platform, as contemplated by the terms of the Pacsquare Purchase Agreement.
Previous report
For more information about the Pacsquare Purchase Agreement, see Note 11 - Intangible Assets.
Previous report
Amendments to Bank Acquisition Agreement
Previous report
On February 26, 2024, AtlasClear and Commercial Bancorp entered into an amendment (the “First Amendment”) to the Amended and Restated Agreement and Plan of Merger, dated as of November 16, 2022, by and between AtlasClear and Commercial Bancorp (the “Bank Acquisition Agreement”), pursuant to which, among other things, Commercial Bancorp is expected to merge with and into a subsidiary of AtlasClear. Pursuant to the Amendment, Commercial Bancorp received 40,000 shares of Common Stock in lieu of a nonrefundable escrow deposit. On November 14, 2024, the Company and Commercial Bancorp agreed to amend the Bank Acquisition Agreement (as amended, the “Second Amendment”), to extend the termination date of the Bank Acquisition Agreement from November 16, 2024, to May 14, 2025. Pursuant to the Second Amendment, the parties expect to enter into a new agreement for the Company to acquire the shares held by such shareholders of Commercial Bancorp. No Commercial Bancorp shareholder is required to agree to such amended or new agreement. Failure to enter into a new agreement or amendment to the Bank Acquisition Agreement will constitute
Previous report
termination of the Bank Acquisition Agreement without liability. Pursuant to the Second Amendment, the Company will issue to the shareholders of Commercial Bancorp, without additional compensation, 500,000 shares of Common Stock and the previously issued 40,000 shares to the Commercial Bancorp shareholders will be cancelled. The shares were not issued timely and as a result, on March 13, 2025, the Company issued 36,070 shares to the Commercial Bancorp shareholders due to the drop in stock value during the delay. The shares were valued at $43,645 based on the trading price of Common Stock of $1.21 on March 13, 2025. The value of the shares issued was recorded as a deposit towards the acquisition of Commercial Bancorp.
Previous report
Chardan Settlements
Previous report
In connection with the Closing, AtlasClear Holdings and Chardan agreed that the fee, in the amount of $7,043,750, payable by Quantum to Chardan upon the Closing pursuant to the terms of the business combination marketing agreement entered into in connection with Quantum’s initial public offering, would be waived in exchange for the issuance by AtlasClear Holdings to Chardan of a convertible promissory note in the aggregate principal amount of $4,150,000 (the “Original Chardan Note”). The Original Chardan Note was issued by AtlasClear Holdings at the Closing. The Original Chardan Note had a stated maturity date of February 9, 2028. Interest under the Original Chardan Note accrued at a rate per annum equal to 13%, and was payable quarterly on the first day of each calendar quarter. On each interest payment date, the accrued and unpaid interest could have been, at the election of AtlasClear Holdings, either paid in cash or, subject to the satisfaction of certain conditions, in shares of Common Stock, at a rate equal to 85% of the VWAP for the trading day immediately prior to the applicable interest payment date. The Original Chardan Note was convertible, in whole or in part, into shares of Common Stock at the election of the holder at any time at a conversion price equal to 90% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date. In addition, on each conversion date AtlasClear Holdings was required to pay to Chardan in cash (or, at AtlasClear Holdings’ option and subject to certain conditions, a combination of cash and Common Stock) all accrued interest on the Original Chardan Note and all interest that would otherwise accrue on the amount of the Original Chardan Note being converted if such converted amount would be held to three years after the applicable conversion date.
Previous report
On October 23, 2024, the Company, Quantum Ventures, Chardan and Chardan Quantum LLC entered the Settlement Agreement (as defined herein). In connection with the Settlement Agreement, Chardan exchanged the Original Chardan Note for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (as amended, the “Chardan Note”). While the Chardan Note does not bear interest, it can be converted from time to time by Chardan into shares of Common Stock, on terms substantially similar to the conversion provisions in the Original Chardan Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Chardan Note.
Previous report
In connection with the Settlement Agreement, on October 23, 2024, the Company and Chardan entered into an amendment (the “Chardan Amended RRA”) to the registration rights agreement, dated February 9, 2024, pursuant to which the Company registered the resale of shares of Common Stock issuable upon conversion of the Chardan Note. During the three-month period ended March 31, 2025, Chardan requested conversion of $4,200,000 of outstanding principal, resulting in the issuance of 2,532,568 shares of common stock.
Previous report
For more information about the Chardan Note, see Note 9, Note 14 and Note 15.
Previous report
Additional Settlements
Previous report
The Company entered into the following settlements for certain accrued expenses and other obligations to third parties through the issuance of Common Stock and/or convertible promissory notes. Some of the ongoing obligations of the Company, or obligations that ended during the quarter ended March 31, 2025, pursuant to such settlements are as follows:
Previous report
For more information about each of the above settlements, see Note 9.
Previous report
The Company did not have operations until the acquisition of Wilson-Davis in connection with the Business Combination which closed on February 9, 2024. Therefore, the period-to-period comparison below primarily reflects financial results of Wilson-Davis since February 9, 2024.
Previous report
Revenues of $2,543,103 for the three months ended March 31, 2025, represent a 100% increase from revenues of $1,270,684 for the three-month period ended March 31, 2024 of $1,270,684. The increase, when compared to the prior period, is due to a full 90-day period
Previous report
Total expenses of $3,615,277 for the three-month period ended March 31, 2025, represent a significant decrease from $15,140,591 in total expenses for the three-month period ended March 31, 2024. The decrease is primarily due to the professional fees incurred in connection with the closing of the Business Combination and related transaction cost of approximately $11 million as well as $1.462 million in stock compensation that the Company did not incur during the three-month period ended March 31, 2025
Previous report
Compensation, payroll taxes and benefits increased to $1,549,228 for the three-month period ended March 31, 2025 as compared to $1,031,779 for the three-month period ended March 31, 2024. The increase, when compared to the prior period, is due to a full 90-day period compared to a 51-day period as a result of the acquisition of Wilson-Davis on February 9, 2024.
Previous report
Data processing and clearing costs decreased to $435,307 for the three-month period ended March 31, 2025 as compared to $455,7703 for the three-month period ended March 31, 2024. The decrease, when compared to the prior period is due to a new agreement entered into with the trading software provider which decreased monthly cost to the Company and is due to a full 90-day period compared to a 51-day period as a result of the acquisition of Wilson-Davis on February 9, 2024.
Previous report
Regulatory, professional fees and related expenses decreased to $845,350 for the three-month period ended March 31, 2025, representing a decrease of $10,691,904 from $11,537,254 for the three-month period ended March 31, 2024. The decrease is due to transaction costs incurred as a result of the Business Combination in the three-month period ended March 31, 2024 that were not incurred during the three-month period ended March 31, 2025.
Previous report
Intangible asset amortization decreased to $348,060 for the three-month period ended March 31, 2025, representing a decrease of $105,404 from $453,464 as of March 31, 2024. The decrease is due to the write off of the AtlasClear intangible assets acquired at the closing of the Business combination that are therefore no longer depreciable.
Previous report
Other expenses, which includes, Communications, Occupancy and equipment, Transfer fees, Bank charges and Other, increased to an aggregate of $110,549 for the three-month period ended March 31, 2025 compared to the three-month period ended March 31, 2024. The increase is due to the three months versus 51-days of activity, as described above.
Previous report
Loss from operations was $1,072,174 for the three-month period ended March 31, 2025. Loss from operations was $13,869,907 in the prior period. The decrease in operation loss is primarily due to the professional fees incurred in connection with the closing of the Business Combination and related transaction costs of approximately $11 million as well as $1.462 million in stock compensation that the Company did not incur during the three-month period ended March 31, 2025.
Previous report
Total other income (expense) of $(2,134,866) for the three-month period ended March 31, 2025, represents a decrease in expense from $74,713,510 in the three-month period ended March 31, 2024. The decrease was primarily due to a loss on AtlasClear Acquisition of $68,546,956 as a result of the immediate impairment recognized at closing of the Business Combination.
Previous report
The Company recognized a total of $114,465 in gain in change in fair value of financial instruments for the three-month period ended March 31, 2025 compared to $7.02 million loss in changes in fair value financial instruments. This is primarily due to the decrease in the stock price since the issuance of the financial instrument as well as the settlement and conversion of financial instruments over the period.
Previous report
Interest expense increased to $2,765,180 for the three-month period ended March 31, 2025 compared to $521,392 in the prior three-month period ended March 31, 2024. The increase was due to interest accrued on the convertible secured Notes, the Seller Notes, the convertible notes and Promissory Notes. Interest rates ranged from 8% to 13% and the secured convertible note increased from 13% to 20% in the three months ended March 31, 2025. These agreements were entered into in connection with the closing of the Business Combination. As such the interest expense in the three-month period ended March 31, 2025, is a full 90-day period compared to a 51-day prior period.
Previous report
Provision from income taxes of $304,212 for the three-month period ended March 31, 2025 increased by $298,212, from a provision of $6,000 in income tax provision in the prior three-month period ended March 31, 2024, primarily due the current period incurring taxable operation for a full 91 day as compared to 51-day in the prior period.
Previous report
The foregoing factors resulted in net loss of $2,902,828 for the three-month period ended March 31, 2025, compared to net loss of $88,577,417 during the prior three-month period ended March 31, 2024.
Showing the first 40 of 70 passages. Open the source sections for the rest.
Reworded paragraphs (12)
Previous wording
ended June 30, 2024 (the “Transition Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 16, 2024 and in the Company’s Registration Statement on Form S-1 (File No. 333-284095) that was declared effective by the SEC on March 6, 2025 (the “Registration Statement”). Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A for the transition period ended June 30, 2025 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2025. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certain business combination agreement, dated November 16, 2022 (as amended, the “Business Combination Agreement”), by and among the Company, Quantum FinTech Acquisition Corporation (“Quantum”), Calculator Merger Sub 1, Inc., Calculator Merger Sub 2, Inc., AtlasClear, Inc. (“AtlasClear”), Atlas FinTech Holdings Corp., (“Atlas FinTech”) and Robert McBey. The transactions consummated as a result of the Business Combination Agreement are hereinafter referred to as the “Business Combination.” For more information about the Business Combination, see Note 1.
Current wording
On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certain Business Combination Agreement dated November 16, 2022 (as amended, the “Business Combination Agreement”), among the Company, Quantum, Atlas FinTech Holdings Corp. (“Atlas FinTech”) and certain other parties. The transactions consummated as a result of the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings, Inc.” As a result, the operation history of Quantum survived the merger. Pursuant to the Business Combination Agreement, AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and completed the acquisition of broker-dealer Wilson-Davis & Co., Inc. (“Wilson-Davis”).
Previous wording
In addition, we believe the acquisition of a proprietary trading platform with clearing and settlement capabilities that will be developed by Pacsquare, including the AtlasClear Platform, along with the software products and intellectual property assets acquired from Atlas FinTech and Atlas Financial Technologies Corp., are cutting-edge, flexible and scalable.
Current wording
In addition, we believe the acquisition of a proprietary trading platform with clearing and settlement capabilities including the AtlasClear Platform, select technology relationship including LocBox, along with the software products and intellectual property assets acquired from Atlas FinTech and Atlas Financial Technologies Corp., are cutting-edge, flexible and scalable.
Previous wording
Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC, licensed in 50 states, District of Columbia, and Puerto Rico, and is a member in good standing of FINRA. Wilson-Davis derives revenue principally from commissions charged on the liquidation of restricted and control microcap securities, vetting, and clearing service fees charged to introducing brokers for which Wilson-Davis clears transactions on a fully disclosed basis, and other financial service fees. Commissions are earned by executing transactions for customers. Vetting fee revenues are earned when Wilson-Davis vests stock the customers want to bring into
Current wording
Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC, licensed in 50 states, District of Columbia, and Puerto Rico, and is a member in good standing of FINRA. Wilson-Davis derives revenue principally from commissions charged on the liquidation of restricted and control microcap securities, vetting, and clearing service fees charged to introducing brokers for which Wilson-Davis clears transactions on a fully disclosed basis, and other financial service fees. Commissions are earned by executing transactions for customers. Vetting fee revenues are earned when Wilson-Davis vests stock the customers want to bring into their accounts. Clearing fees are earned by clearing transactions for Glendale Securities, as introducing broker on a fully disclosed basis, pursuant to a clearing agreement with Glendale Securities.
Previous wording
interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind by increasing the principal amount of the Funicular Note. In the event of an Event of Default (as defined in the Funicular Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 20% per annum. The Funicular Note is convertible, in whole or in part, into shares of Common Stock at the election of the holder at any time at an initial conversion price of $10.00 per share (the “Conversion Price”). The Conversion Price is subject to adjustment monthly to a price equal to the trailing five-day VWAP, subject to a floor of $2.00 per share (provided that if the Company sells stock at an effective price below $2.00 per share, such floor would be reduced to such effective price), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Company had the right to redeem the Funicular Note upon 30 days’ notice after the earlier of August 7, 2024 and the effectiveness of the Registration Statement (as defined in the Funicular Note), and Funicular would have the right to require the Company to redeem the Note in connection with a Change of Control (as defined in the Note), in each case for a price equal to 101% of the outstanding principal amount of the Note plus accrued and unpaid interest.
Current wording
The Restated Note has a stated maturity date of October 8, 2030. Interest accrues at a rate per annum equal to 11%, and is payable semi-annually on each June 30 and December 31. On each interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind by increasing the principal amount of the Restated Note. In the event of an Event of Default (as defined in the Restated Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 14% per annum. The Restated Note is convertible, in whole or in part, into shares of the Company’s common stock at the election of the holder at any time at an initial conversion price of $0.75 per share (the “Conversion Price”). The Conversion Price is subject to adjustment if the Company issues or is deemed to issue shares of common stock at a price below the then-current conversion price (subject to certain exceptions), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Restated Note contains covenants which, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, incur additional liens and sell its assets or properties.
Previous wording
March 31, 2024. Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC and a member in good standing of FINRA. Wilson-Davis is engaged principally in the over-the-counter, or “OTC,” markets in microcap securities. Microcap securities generally are issued by companies with low or “micro” capitalizations, meaning the total market capitalization value of the company’s stock is less than $250 million, which includes low-priced securities, or penny stocks, that trade for less than $5.00 per share and have a market capitalization of less than $50 million. Wilson-Davis also executes transactions in exchange-traded securities. It derives its revenue from the liquidation of restricted and control microcap securities; clearing transactions on behalf of an introducing broker-dealer on a fully disclosed basis; and trading in equity securities for its own account. It receives limited revenues from fully paid stock lending and margin accounts. During its history, Wilson-Davis has underwritten at-the-market offerings for publicly traded companies, placed private offerings, sold mutual funds, introduced margin accounts cleared by other firms on a fully disclosed basis, and provided ancillary financial services.
Current wording
Revenues of $4,250,590 for the three months ended September 30, 2025, represent a 52% increase from revenues of $2,804,082 for the three-month period ended September 30, 2024. Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC and a member in good standing of FINRA. Wilson-Davis is engaged principally in the over-the-counter, or “OTC,” markets in microcap securities. Microcap securities generally are issued by companies with low or “micro” capitalizations, meaning the total market capitalization value of the company’s stock is less than $250 million, which includes low-priced securities, or penny stocks, that trade for less than $5.00 per share and have a market capitalization of less than $50 million. Wilson-Davis also executes transactions in exchange-traded securities. It derives its revenue from the liquidation of restricted and control microcap securities; clearing transactions on behalf of an introducing broker-dealer on a fully disclosed basis; and trading in equity securities for its own account. It receives limited revenues from fully paid stock lending, stock locates and margin accounts. During its history, Wilson-Davis has underwritten at-the-market offerings for publicly traded companies, placed private offerings, sold mutual funds, introduced margin accounts cleared by other firms on a fully disclosed basis, and provided ancillary financial services.
Previous wording
Compensation, payroll taxes and benefits increased to $4,408,714 for the nine-month period ended March 31, 2025, representing an increase of $3,376,935 from $1,031,779 for the nine-month period ended March 31, 2024. The increase is due to the nine months versus 51-days of activity, as described above.
Current wording
Compensation, payroll taxes and benefits increased to $3,123,630 for the three-month period ended September 30, 2025, an increase of $1,844,326 from total expenses of $1,279,304 for the three-month period ended September 30, 2024. The increase was primarily due to increase in variable compensation related to the increase in revenue.
Previous wording
Provision from income taxes of $367,828 for the nine-month period ended March 31, 2025 increased by $506,748, from a benefit of $138,920 in income tax provision in the prior nine-month period ended March 31, 2024, primarily due to the Business Combination resulting in deferred tax liabilities and assets.
Current wording
Income tax benefit of $153,035 for the three months period ended September 30, 2025 increased from a provision from income taxes of $21,752 for the three-month period ended September 30, 2024. The increased tax benefit of $174,787 is primarily due to changes in deferred tax liabilities and assets.
Previous wording
Cash used in operating activities for the nine-month period ended March 31, 2025 was $1,053,950 as compared to cash used in operating activities for the nine-month period ended March 31, 2025 of $14,371,677. This was primarily affected by $856,573 in changes in operational assets and liabilities and the impact of operating revenue and operating expense due to the Business Combination and asset purchase transaction with AtlasClear. Adjustment to net income primarily consisted of change in fair value related to various financial instruments as discussed above resulting in an adjustment of $15,526,651. Further adjustments for the income was non-cash interest expense on convertible notes and other financial instruments of $6,178,848, Fee on sellers note $16,340, amortization of intangible assets of $1,010,519 and a gain on Tau agreement of $19,064.
Current wording
Cash used in operating activities for the three-month period ended September 30, 2025 was $2,500,236 as compared to cash provided by operating activities for the three-month period ended September 30, 2024 of $175,607. This was primarily affected by $2,501,148 in changes in operational assets and liabilities. Adjustment to net loss primarily consisted of change in fair value related to various financial instruments as discussed above, resulting in an adjustment of $1,231,762. Further adjustments for the income was non-cash interest expense on convertible notes and other financial instruments of $1,342,569, amortization of intangible assets of $355,795 and stock based compensation of $321,233.
Previous wording
Cash used for investing activities for the nine-month period ended March 31, 2025 was $125,000 as compared to cash provided by investing activities of $84,628,788 for the nine-month period ended March 31, 2024. This is primarily due to the redemptions of cash held in Quantum’s trust account of $58,233,601 and cash acquired from Wilson-Davis of $33,333,876. The $125,000 of cash used for investing activities in the period ended March 31, 2025 represents cash payment towards the AtlasClear Platform.
Current wording
Cash used for investing activities for the three-month period ended September 30, 2025 was $65,000 as compared to $65,000 for the three-month period ended September 30, 2024. This is primarily due to $65,000 in deposits made to extend the Commercial Bancorp acquisition agreement. The $65,000 of cash used for investing activities in the period ended September 30, 2024 represents cash payment towards the AtlasClear Platform.
Previous wording
Cash provided by financing activities for the nine-month period ended March 31, 2025 was $1,360,862 as compared to cash used in of $48,833,320 for the nine-month period ended March 31, 2024. This was primarily due to the redemptions of $58,233,601, and advances from related party of $2,188,281, the financing of transaction cost incurred of $6,212,000 and the funding of the secured convertible note of $6,000,000 in connection with the closing of the business combination and secured subscription agreement. During the nine-month period ended March 31, 2025, the Company received $1,437,381 under the ELOC Agreement (defined below).
Current wording
Cash provided by financing activities for the three-month period ended September 30, 2025 was $5,140,445 as compared to $148,383 for the three-month period ended September 30, 2024. This was primarily due to the $4,700,000 in cash proceeds from the Convertible Notes and $490,000 in cash proceeds from the Debenture and $200,000 of good faith advance from Hanire Purchase Agreement less repayments of promissory notes of $249,555. During the three-month period ended September 30, 2024, the Company received $148,383 under the ELOC Agreement.
Previous wording
The Company holds several long-term debt obligations with outside vendors and investors, with loans maturing between 2025 and 2028 (see Note 9 and 14). Additionally, the Company leases office space under several operating leases. The Company has no capital lease obligations. Further, there are no other outstanding long-term liabilities contractually obligated by the Company.
Current wording
The Company holds several long-term debt obligations with outside vendors and investors, with loans maturing between 2025 and 2026 (see Notes 8 and 12 in the accompanying condensed consolidated financial statements). Additionally, the Company leases office space under several operating leases. The Company has no capital lease obligations. Further, there are no other outstanding long-term liabilities contractually obligated by the Company.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Transition Report on Form 10-KT for the transition period
Previous report — wording carried elsewhere
their accounts. Clearing fees are earned by clearing transactions for Glendale Securities, as introducing broker on a fully disclosed basis, pursuant to a clearing agreement with Glendale Securities.
Previous report — wording carried elsewhere
being compared to a 51-day period as a result of the acquisition of Wilson-Davis on February 9, 2024. Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC and a member in good standing of FINRA. Wilson-Davis is engaged principally in the over-the-counter, or “OTC,” markets in microcap securities. Microcap securities generally are issued by companies with low or “micro” capitalizations, meaning the total market capitalization value of the company’s stock is less than $250 million, which includes low-priced securities, or penny stocks, that trade for less than $5.00 per share and have a market capitalization of less than $50 million. Wilson-Davis also executes transactions in exchange-traded securities. It derives its revenue from the liquidation of restricted and control microcap securities; clearing transactions on behalf of an introducing broker-dealer on a fully disclosed basis; and trading in equity securities for its own account. It receives limited revenues from fully paid stock lending and margin accounts. During its history, Wilson-Davis has underwritten at-the-market offerings for publicly traded companies, placed private offerings, sold mutual funds, introduced margin accounts cleared by other firms on a fully disclosed basis, and provided ancillary financial services.