AtlasClear Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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.
Dec 31, 2025 · Filed Feb 13, 2026
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 2025-09-30; filed 2025-11-14.
0001104659-25-111657
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-13.
0001493152-26-006549
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 64 previous paragraphs and 81 current paragraphs.
39 unchanged; 25 reworded; 14 added; 0 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 23 previous and 4 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 (14)
Current report
Commercial Bancorp Share Purchase Agreement
Current report
On February 5, 2026, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Commercial Bancorp, a Wyoming corporation (“Commercial Bancorp”), and each of the shareholders of Commercial Bancorp (collectively, the “Sellers”). The Purchase Agreement provides for the Company to acquire (the “Acquisition”) from the Sellers all of the outstanding shares (the “Shares”) of common stock of Commercial Bancorp, which is the owner of all of the outstanding stock of Farmers State Bank, a Wyoming state-chartered member bank (the “Bank”), subject to the terms and conditions set forth in the Purchase Agreement. As previously disclosed, the Company had previously entered into an agreement and plan of merger, as amended, to acquire Commercial Bancorp, which agreement has expired in accordance with its terms.
Current report
Pursuant to the terms of the Purchase Agreement, the Company has agreed to purchase the Shares from the Sellers for consideration consisting of a combination of cash and shares of the Company’s common stock (“Common Stock”), with the total amount of consideration to be determined based on (i) each Seller’s election to receive cash, shares of Common Stock, or a combination thereof, (ii) the adjusted book value of the operational potion of the equity capital of Commercial Bancorp as of the closing of the Acquisition (the “Closing”), determined in accordance with the provisions of the Purchase Agreement (the “ABV”), (iii) the value of the existing building and land comprising the physical location of the Bank (the “Premises”), and (iv) Commercial Bancorp’s net operating loss as reflected on its most recent tax return prior to the Closing, multiplied by the maximum corporate federal income tax rate in effect as of the date of the Closing (the “NOL Tax Benefit”). Each Seller may elect (the “Election”) to receive an amount equal to any of the following three options: (i) three times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable one-third in cash and two-thirds in shares of Common Stock; (ii) two times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable entirely in cash; or (iii) three times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable entirely in shares of Common Stock. The Company hasmade an earnest money deposit payment in the amount of $100,000 to Commercial Bancorp, which deposit will be applied to the cash portion of the consideration payable at the Closing or, if the Closing does not occur under certain circumstances, retained by Commercial Bancorp.
Current report
The shares of Common Stock to be issued pursuant to the Purchase Agreement will be valued based on either the closing price of the Common Stock on the date of execution of the Purchase Agreement ($0.23), or on the business day immediately preceding the date of the Closing, at each Seller’s option. The Company has agreed to file with the Securities Exchange Commission (the “SEC”), by the later of 90 days following the date of the Purchase Agreement and ten business days following the deadline for each Seller to make an Election, a resale registration statement with respect to the shares of Common Stock issuable pursuant to the Purchase Agreement (the “Resale Registration Statement”).
Current report
The obligations of each of the Sellers and the Company under the Purchase Agreement are subject to specified conditions, including, among other matters: (i) the receipt of all required regulatory approvals, (ii) the Resale Registration Statement having been declared effective by the SEC, such that all shares of Common Stock to be issued pursuant to the Purchase Agreement shall be registered for resale and freely tradeable, (iii) the receipt of certain specified third-party consents, and (iv) the absence of any injunctions being entered into or law being adopted that would make the Transaction illegal.
Current report
The Purchase Agreement contains customary representations and warranties of Commercial Bancorp and the Bank, the Sellers and the Company. It also contains customary covenants, including (i) covenants providing for each of the parties to use reasonable best efforts to cause the Acquisition to be consummated and to receive all required regulatory approvals, including from the Federal Reserve Board and the Wyoming Division of Banking, (ii) covenants providing for Commercial Bancorp and the Bank to carry on their respective businesses in the ordinary course of business, and to refrain from taking certain actions, during the period between the execution of the Purchase Agreement and the Closing, and (ii) granting the Company observation rights with respect to meetings of the boards of directors of Commercial Bancorp and the Bank during the between the execution of the Purchase Agreement and the Closing. Commercial Bancorp, the Bank and the Sellers have also agreed not to initiate, solicit, encourage or otherwise facilitate the making of any proposal or offer relating to alternate transactions or, engage in any discussions or negotiations with respect to alternate transactions.
Current report
The Purchase Agreement contains termination rights for each of the Sellers and the Company, including, without limitation, in the event that (i) any governmental entity issues a non-appealable final order denying approval of the Acquisition; (ii) the Transaction is not consummated within two years of the execution of the Purchase, subject to extension under certain circumstances; or (iii) the other party breaches its representations, warranties or covenants under the Purchase Agreement which would give rise to the failure of a closing condition and such breach is not cured with 30-days of receipt of written notice of such breach.
Current report
Regulatory, professional fees and related expenses increased to $1,508,774 for the three-months ended December 31, 2025 compared to $1,107,762 in the three-month period ended December 31, 2024. The increase was primarily due a the approval of board compensation of $743,997 which was no present in the comparative three-month period ending December 31, 2024.
Current report
Other income of $9,435,507 for the three-month period ended December 31, 2025, represents a significant increase from $644,091 for the three-month period ended December 31, 2024. The increase was due to the changes in fair value of various financial instruments, which were settled in the three-month period ended December 31, 2025.The primary decrease is for $10,624,000 related to the change in the fair value of the earnout liability as a result of the delay in financing and closing of the Commercial Bancorp acquisition resulting in a reduction in the anticipated revenue, therefore reducing the estimated fair value of the earnout liability.
Current report
Comparison of the Six Months Ended December 31, 2025 Compared to the Six Months Ended December 31, 2024
Current report
Total expenses of $12,640,244 for the six-months ended December 31, 2025, represent a 65% increase of $4,999,412 from total expenses from $7,640,832 for the six-month period ended December 31, 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 increased to $1,552,028 for the six-month period ended December 31, 2025 compared to $1,241,379 for the six-month period ending December 31, 2024. The increase was due to additional expenses related to the stock locate line of business.
Current report
Income tax of $42,979 for the six-months period ended December 31, 2025 increased from a from income tax benefit of $63,616 for the six-month period ended December 31, 2024. The increased income tax of $106,595 is primarily due to changes in deferred tax liabilities and assets.
Current report
The foregoing factors resulted in a net income of $6,343,877 for the six-month period ended December 31, 2025, compared to net income of $10,328,343 for the six-month period ended December 31, 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 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 obligations during the six-month period ended December 31, 2025.
Reworded paragraphs (25)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, including the expectation to enter into a new or amended agreement for the acquisition of Commercial Bancorp, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, including planned acquisition of Commercial Bancorp, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.
Previous 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.
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 fiscal year 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
Our goal is to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking, with evolving and innovative financial products that focus on financial services firms. We are a fintech driven business-to-business platform that expects to power innovation in fintech, investing, underwriting and trading. We believe we are positioned to provide a modern, mission-critical suite of solutions to our clients, enabling them to reduce their transactions costs and compete more effectively in their businesses.
Current wording
We are building a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking, with evolving and innovative financial products that focus on financial services firms. We are a fintech driven business-to-business platform that seeks to power innovation in fintech, investing, underwriting and trading. We believe we are positioned to provide a modern, mission-critical suite of solutions to our clients, enabling them to reduce their transactions costs and compete more effectively in their businesses.
Previous wording
Through the acquisition of Wilson-Davis & Co., Inc. (“Wilson-Davis”), a correspondent clearing company, and the anticipated merger with Commercial Bancorp, we expect to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp, if acquired, and Wilson-Davis are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension.
Current wording
Through the acquisition of Wilson-Davis, a correspondent clearing company, and the anticipated acquisition of Commercial Bancorp, we expect to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp, if acquired, and Wilson-Davis are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension.
Previous wording
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 wording
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”). On June 10, 2025, the Company and Pacsquare entered into a Software Development and License Agreement which supersedes and amends the terms under the Purchase Agreement. Under the Software Development and License Agreement, Pacquare agreed to develop and provide services for a period of 36 months, commencing on the date of execution of the Software Development and License Agreement.
Previous 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.
Current wording
We believe that our proprietary trading platform with clearing and settlement capabilities along with the software products and intellectual property assets, are cutting-edge, flexible and scalable.
Previous wording
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 wording
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 60 days after the sale of the Debenture, the Company would file with the Securities and Exchange Commission (the “SEC”) a registration statement, or an amendment to a previously-filed registration statement registering the resale of the shares of Common Stock underlying the Debenture.
Previous wording
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 wording
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), $4.15 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.
Previous wording
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 wording
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 Common Stock and one warrant (each, a “2025 Warrant”) to purchase Common Stock. Of the total investment amount of $10,000,000, $5,850,000 of proceeds were received and $4,150,000 were converted from the Convertible Notes discussed above.
Previous wording
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 wording
The Company engaged Dawson James Securities, Inc. as the placement agent (the “Placement Agent”) with respect to the offering of the Restated Note and 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), resulting in total transaction cost paid of $1,228,500. The Company also agreed to issue warrants to purchase up to an aggregate of 1,005,000 shares of Common Stock with a fair value of $334,062 to the Placement Agent and its designees, resulting in total transaction cost of $1,562,562. The fair value of the warrants issued to the Placement Agent was included in the transaction cost and allocated between the 2025 Warrant in the amount of $865,659 and the Common Stock in the amount of $696,903 on a pro rated basis.
Previous wording
The closings of the issuance and sale of the Note and the Units occurred on October 9 through October 14, 2025.
Current wording
The closings of the issuance and sale of the Restated Note and the Units occurred on October 9 through October 14, 2025.
Previous 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.
Current wording
Revenues of $5,057,094 for the three-months ended December 31, 2025, represent a 84% increase from revenues of $2,746,499 for the three-month period ended December 31, 2024. The increase was primarily attributable to the addition of stock locate fees which is a new revenue source and the participation in an at the market offering as a selling agent. 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
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 wording
Total expenses of $7,512,416 for the three-months ended December 31, 2025, represent a 93% increase of $3,616,768 from total expenses of $3,895,648 for the three-month period ended December 31, 2024. The increase was primarily due to an increase in variable compensation related to the increase in revenue.
Previous 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.
Current wording
Compensation, payroll taxes and benefits increased to $2,790,561 for the three-month period ended December 31, 2025, an increase of $1,210,379 from total expenses of $1,580,182 for the three-month period ended December 31, 2024. The increase was primarily due to increase in variable compensation related to the increase in revenue.
Previous wording
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 wording
Data processing and clearing costs increased to $967,778 for the three-month period ended December 31, 2025 compared to $629,733 for the three-month period ending December 31, 2024. The increase was additional expenses related to the stock locate revenue.
Previous wording
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 wording
Stock based compensation increased to $1,173,360 for the three-months ended December 31, 2025 as a result of the new employment agreement entered into with the executive officers. The expense incurred in the quarter ended December 31, 2025 is the portion over the service period of the granted stock based compensation. No such expense was present in the three-months period ended December 31, 2024.
Previous 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.
Current wording
Income tax of $196,014 for the three-months period ended December 31, 2025 increased from an income taxes benefit of $85,368 for the three-month period ended December 31, 2024. The increased tax of $281,382 is primarily due to changes in deferred tax liabilities and assets.
Previous wording
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 wording
The foregoing factors resulted in a net income of $6,784,171 for the three-month period ended December 31, 2025, compared to net loss of $419,690 for the three-month period ended December 31, 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’s delay in financing and closing of the acquisition of Commercial Bancorp which resulted in the decrease in expected revenue, therefore reducing the value of the earnout liability by $10,624,000 during the three-month period ended December 31, 2025.
Previous wording
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 wording
Regulatory, professional fees and related expenses decreased to $1,759,347 for the six-months ended December 31, 2025 compared to $2,203,581 in the six-month period ended December 31, 2024. The decrease was primarily due a reduction in legal fees in the period ending December 31, 2025.
Previous wording
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 wording
Other income of $9,719,416 for the six-month period ended December 31, 2025, represents a significant decrease from $12,354,978 for the six-month period ended December 31, 2024. The decrease was due to the changes in fair value of various financial instruments, which were settled in the six-month period ended December 31, 2025. The primary decrease is for $11,344,414 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 six-months ended December 31, 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 six-months ended December 31, 2025 the remaining balance were converted into shares, resulting in the change in fair value of $103,185.
Previous 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.
Current wording
Cash used in operating activities for the six-month period ended December 31, 2025 was $1,001,804 as compared to cash provided by operating activities for the six-month period ended December 31, 2024 of $761,406. This was primarily affected by $998,924 in changes in operational assets and liabilities. Adjustment to net income primarily consisted of change in fair value related to various financial instruments as discussed above, resulting in an adjustment of $12,951,826, where the largest change in fair value was related to the revised revenue projection qualified under the Earnout liability, resulting in a decrease of $10,508,000. Further adjustments for the income was non-cash interest expense on convertible notes and other financial instruments of $4,132,383, amortization of intangible assets of $711,590 and stock based compensation of $1,328,771.
Previous 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.
Current wording
Cash used for investing activities for the three-month period ended December 31, 2025 was $65,000 as compared to $125,000 for the six-month period ended December 31, 2024. This is primarily due to $65,000 in deposits made to extend the Commercial Bancorp acquisition agreement. The $125,000 of cash used for investing activities in the period ended December 31, 2024 represents cash payment towards the AtlasClear Platform.
Previous 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.
Current wording
Cash provided by financing activities for the six-month period ended December 31, 2025 was $17,673,908 as compared to $513,381 for the six-month period ended December 31, 2024. This was primarily due to the $5,850,000 in cash proceed from the Equity SPA, $9,975,000 in cash proceeds under the restated SPA Secured Convertible Note, $4,700,000 in cash proceeds from the Convertible Notes, $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 $462,592, repayment of Convertible Notes of $1,850,000 and payment of transaction cost under the Equity SPA of $1,228,500. During the six-month period ended December 31, 2024, the Company received $533,381 under the ELOC Agreement and repaid $20,000 in subordinated debt.
Previous wording
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 wording
Historically, the Company has funded its operations primarily through the issuance of equity and debt securities. As of December 31, 2025, the Company had cash and cash equivalents of $23,080,646 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.
Previous wording
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 wording
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 $4.15 million converted from the Convertible Notes). The closings of these financings occurred between October 9 and October 14, 2025.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Revenues of $9,307,684 for the six-months ended December 31, 2025, represent a 68% increase from revenues of $5,550,581 for the six-month period ended December 31, 2024. The increase in revenue is primarily due to the addition of stock locate revenue and Wilson-Davis acting as a selling agent for an at the market offering. 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.
Current report — wording carried from elsewhere
Compensation, payroll taxes and benefits increased to $5,914,191 for the six-month period ended December 31, 2025, an increase of $3,054,705 from total expenses of $2,859,486 for the six-month period ended December 31, 2024. The increase was primarily due to increase in variable compensation related to the increase in revenue.
Current report — wording carried from elsewhere
Stock based compensation increased to $1,328,771 for the six-months ended December 31, 2025 as a result of the new employment agreement entered into with the executive officers. The expense incurred in the quarter ended December 31, 2025 is the pro rata portion over the service period of the granted stock based compensation. No such expense was present in the six-months period ended December 31, 2024.