AtlasClear Holdings Inc
Filed Dec 31, 2024.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Dec 31, 2024
Contents
Cover page
Show cover page
As filed with the Securities and Exchange Commission on December 30, 2024
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM****S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| Delaware | 6199 | 92-2303797 | ||
|---|---|---|---|---|
| (State or other jurisdiction ofIncorporation or organization) | | (Primary Standard IndustrialClassification Code Number) | | (IRS EmployerIdentification Number) |
2203 Lois Ave. Ste. 814
Tampa, FL 33607
(727) 446-6660
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John Schaible
Executive Chairman
AtlasClear Holdings, Inc.
2203 Lois Ave., Ste. 814
Tampa, FL 33607
(727) 446-6660
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Jason Simon, Esq.
Tricia Branker, Esq.
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, VA 22102
Tel: (703) 749-1300
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 30, 2024
ATLASCLEAR HOLDINGS, INC.
Up to 326,147,852 shares of Common Stock by the Selling Stockholders
This prospectus relates to the offer and sale from time to time by the Selling Stockholders named in this prospectus (the “Selling Stockholders”) of an aggregate of up to 326,147,852 shares of our Common Stock, par value $0.0001 per share (“Common Stock”) consisting of:
| ● | up to an aggregate of 206,908,974 shares of Common Stock that may become issuable at a price per share to be determined as described below), to the sellers of Wilson-Davis & Co., Inc. (“Wilson-Davis”) in the Business Combination, pursuant to amendments to the Stock Purchase Agreement, dated as of April, 15, 2022, by and among Wilson-Davis, all of its stockholders (the “Wilson-Davis Sellers”) and AtlasClear, Inc. (“AtlasClear”) (as amended, the “Broker-Dealer Acquisition Agreement”) pursuant to which the Company issued short-term convertible promissory notes (the “Short-Term Seller Notes”) and long-term convertible promissory notes (the “Long-Term Seller Notes” and, collectively with the Short-Term Seller Notes, the “Seller Notes”) to the Wilson-Davis Sellers. Interest on the Seller Notes are payable quarterly in cash or shares of Common Stock. The price per share that will be paid at the time of issuance will be equal to 90% of the trailing seven-day volume weighted average price of the Common Stock (“VWAP”) prior to payment (which, as of December 27, 2024, was $0.1602 per share); |
| ● | 18,782,309 shares of Common Stock that may become issuable to Chardan Capital Markets LLC (“Chardan”) at a price per share as described herein. An amended convertible promissory note in the aggregate principal amount of $5,209,764 (as amended, the “Chardan Note”) was issued by AtlasClear Holdings to Chardan in satisfaction of payment 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. The Chardan Note has a stated maturity date of February 9, 2028. 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. The price per share that will be paid at the time of issuance will be equal to 85% of the VWAP for the trading day immediately prior to the applicable payment date. The Chardan Note is convertible, in whole or in part, into shares of Common Stock at the election of the holder at any time at a conversion price per share equal to 90% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date; |
| ● | up to 90,000,000 shares of Common Stock that may become issuable to Funicular Funds, LP (“Funicular”) at a price per share as described herein, pursuant to the Securities Purchase Agreement, dated as of February 9, 2024, between AtlasClear Holdings and Quantum (the “Funicular Purchase Agreement”), pursuant to which AtlasClear Holdings issued to Funicular a secured convertible promissory note (the “Funicular Note”) in the amount of $6,000,000 in a private placement. The Funicular Note is convertible, in whole or in part, into shares of Common Stock at the election of Funicular 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 per share 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). As of December 16, 2024, 122,251,875 shares of Common Stock were payable (but not yet issued) to Funicular for accrued interest and penalties at a price per share of $0.20; |
| ● | up to 9,956,569 shares of Common Stock that may become issuable to Winston & Strawn LLP (“Winston & Strawn”), pursuant to a subscription agreement, dated as of February 9, 2024, between Winston & Strawn and the Company (the “Winston & Strawn Agreement”) at a price per share of $0.2533. Pursuant to the Winston Agreement, the Company may |
issue $2,500,000 worth of shares of Common Stock as payment for legal services, in three equal installments of $833,333 beginning on August 9, 2024; and
| ● | an aggregate of 500,000 shares of Common Stock issuable to the shareholders (the “CB Holders”) of Commercial Bancorp of Wyoming (“Commercial Bancorp”) pursuant to the second amendment to the Agreement and Plan of Merger, dated as of November 14, 2024, by and between the Company and Commercial Bancorp (as amended, the “Bank Acquisition Agreement”), at a price of $0.185 per share. |
The shares of Common Stock that may be sold by the Selling Stockholders are collectively referred to in this prospectus as the “Offered Shares.” Our registration of the resale of the Offered Shares does not mean that the Selling Stockholders will offer or sell any of the Offered Shares.
We will not receive any of the proceeds from the sale by the Selling Stockholders of any of the Offered Shares. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Shares.
The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the securities in the section titled “Plan of Distribution.”
As of November 22, 2024, the number of shares of Common Stock that may be offered for resale by the Selling Stockholders pursuant to this prospectus is almost 14.0 times larger than the number of outstanding shares of Common Stock. Sales of a substantial number of shares of Common Stock in the public markets, including by the Selling Stockholders, some of whom may obtain their shares at prices or values below the market price per share, or the perception in the market that such sales could occur, could result in a significant decline in the public trading price of the Common Stock.
A significant portion of the shares of our Common Stock being registered for resale may be acquired by Selling Stockholders at prices below the current market price of our Common Stock. This discrepancy in purchase prices may have an impact on the market perception of our Common Stock’s value and could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. The registration of these shares for resale creates the possibility of a significant increase in the supply of our Common Stock in the market. The increased supply, coupled with the potential disparity in purchase prices, may lead to heightened selling pressure, which could negatively affect the public trading price of our Common Stock. We will not receive any proceeds from the resale of Common Stock by the Selling Securityholders pursuant to this prospectus.
You should carefully read this prospectus, and any applicable prospectus supplement, before you invest in any of our securities.
The shares of Common Stock are listed on the NYSE American LLC (the “NYSE”) under the symbol “ATCH”. On December 27, 2024, the last sale price of the Common Stock as reported on the NYSE was $0.1840 per share.
Investing in our securities involves certain risks, including those that are described in the section titled “Risk Factors” beginning on page 16 of this prospectus.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.