AtlasClear Holdings, Inc.

Previous wording

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us,” “AtlasClear Holdings,” or the “Company” refer to AtlasClear Holdings, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Certain defined terms used herein have the meaning ascribed to them in the notes to the financial statements.

Current wording

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us,” “AtlasClear Holdings,” or the “Company” refer to AtlasClear Holdings, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with, and certain capitalized terms and not otherwise used in this section are defined in, the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Certain defined terms used herein have the meaning ascribed to them in the notes to the financial statements.

Previous wording

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 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 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. 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

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.

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, a 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 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 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 wording

On February 5, 2026, the Company entered into a share purchase agreement (the “Purchase Agreement”) with 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.

Previous wording

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 wording

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 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 portion of the equity capital of Commercial Bancorp as of the closing of the Acquisition (the “CB 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 CB Closing, multiplied by the maximum corporate federal income tax rate in effect as of the date of the CB 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 has made 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 CB Closing or, if the CB Closing does not occur under certain circumstances, retained by Commercial Bancorp.

Previous wording

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 wording

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 CB 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”).

Previous wording

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 wording

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 CB 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 CB 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.

Previous 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.

Current wording

Revenues of $4,201,852 for the three-months ended March 31, 2026, represent a 65% increase from revenues of $2,543,103 for the three-month period ended March 31, 2025. 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.

Previous 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.

Current wording

Total expenses of $7,134,711 for the three-months ended March 31, 2026, represent a 97% increase of $3,519,434 from total expenses of $3,615,277 for the three-month period ended March 31, 2025. The increase was primarily due to an increase in variable compensation related to the increase in revenue and stock based compensation of $1,154,829 which was not present in the period ended March 31, 2025.

Previous 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.

Current wording

Compensation, payroll taxes and benefits increased to $2,329,261 for the three-month period ended March 31, 2026, an increase of $780,033 from total expenses of $1,549,228 for the three-month period ended March 31, 2025. The increase was primarily due to increase in variable compensation related to the increase in revenue.

Previous 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.

Current wording

Data processing and clearing costs increased to $999,545 for the three-month period ended March 31, 2026 compared to $435,307 for the three-month period ending March 31, 2025. The increase was primarily due to increase in variable compensation related to the increase in revenue.

Previous wording

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 wording

Regulatory, professional fees and related expenses increased to $1,540,079 for the three-months ended March 31, 2026 compared to $845,350 in the three-month period ended March 31, 2025. The increase was primarily due to a the professional fees and consulting services as a result of the Commercial Bancorp negotiations and hiring of new consulting support, that were not present in the comparative three-month period ending March 31, 2025.

Previous 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.

Current wording

Stock based compensation increased to $1,154,829 for the three-months ended March 31, 2026 as a result of the new employment agreement entered into with the executive officers in September 2025. The expense incurred in the quarter ended March 31, 2026 is the portion over the service period of the granted stock based compensation. No such expense was present in the six-months period ended March 31, 2025.

Previous wording

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 wording

Other income of $806,421 for the three-month period ended March 31, 2026, represents a significant increase from other expense of $2,134,866 for the three-month period ended March 31, 2025. The increase was due to the changes in fair value of various financial instruments, which were settled in the three-month period ended March 31, 2026. The increase due to changes in fair value described was partially offset by $2,332,560 of interest expense as a result of the reduction in financial instruments outstanding.

Previous 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.

Current wording

Income tax benefit of $195,554 for the three-months period ended March 31, 2026 decreased from an income taxes benefit of $304,212 for the three-month period ended March 31, 2025. The decreased tax of $108,658 is primarily due to changes in deferred tax liabilities and assets.

Previous wording

Comparison of the Six Months Ended December 31, 2025 Compared to the Six Months Ended December 31, 2024

Current wording

Comparison of the Nine Months Ended March 31, 2026 Compared to the Nine Months Ended March 31, 2025

Previous wording

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 wording

Total expenses of $19,774,955 for the nine-months ended March 31, 2026, represent a 76% increase of $8,518,846 from total expenses from $11,256,109 for the nine-month period ended March 31, 2025. The increase was primarily due to an increase in variable compensation related to the increase in revenue and stock-based compensation that was not present in the three months period ended March 31, 2025.

Previous wording

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 wording

Compensation, payroll taxes and benefits increased to $8,243,452 for the nine-month period ended March 31, 2026, an increase of $3,834,738 from total expenses of $4,408,714 for the nine-month period ended March 31, 2025. The increase was primarily due to increase in variable compensation related to the increase in revenue as well as increase in employees and headcount from prior year; additionally increases in salaries were awarded during the period for merit bonus.

Previous wording

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 wording

Data processing and clearing costs increased to $2,551,573 for the nine-month period ended March 31, 2026 compared to $1,676,686 for the nine-month period ending March 31, 2025. The increase was due to variable cost related to the increase in revenue.

Previous wording

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.

Current wording

Stock based compensation increased to $2,483,600 for the nine-months ended March 31, 2026 as a result of the new employment agreement entered into with the executive officers in September 2025. The expense incurred in the quarter ended March 31, 2026 is the pro rata portion over the service period of the granted stock based compensation. No such expense was present in the nine-months period ended March 31, 2025.

Previous wording

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 wording

Income tax of $152,575 for the nine-months period ended March 31, 2026 decreased from a from income tax of $367,828 for the nine-month period ended March 31, 2025. The decreased income tax of $215,253 is primarily due to changes in deferred tax liabilities and assets.

Previous wording

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.

Current wording

The foregoing factors resulted in a net income of $4,412,993 for the nine-month period ended March 31, 2026, compared to net income of $7,425,515 for the nine-month period ended March 31, 2025. 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 nine-month period ended March 31, 2026.

Previous 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.

Current wording

Cash used in operating activities for the nine-month period ended March 31, 2026 was $4,998,995. Adjustment to net income of $4,412,993 primarily consisted of change in fair value related to various financial instruments as discussed above, resulting in an adjustment of $14,328,549, where the largest change in fair value was related to the revised revenue projection under the earnout liability, resulting in a decrease of $10,680,000. Further adjustments were non-cash interest expense on convertible notes and other financial instruments of $3,646,719, loss on settlement on Winston & Strawn agreement of $570,300, amortization of intangible assets of $1,059,650 transaction cost of $865,659, consulting expense paid with stock of $434,114, changes in allowance for bad debt of $12,754, net lease payments of $7,125 and stock based compensation of $2,483,600 offset by cash used in operational assets and liabilities of $4,163,360.

Previous 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.

Current wording

Cash used for investing activities for the nine-month period ended March 31, 2026 was $65,000 as compared to $125,000 for the nine-month period ended March 31, 2025. 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 March 31, 2025 represents cash payment towards the AtlasClear Platform.

Previous 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.

Current wording

Cash provided by financing activities for the nine-month period ended March 31, 2026 was $16,626,779 as compared to $1,360,862 for the nine-month period ended March 31, 2025. During the nine-month period financing activities consisted primarily of 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 $509,721, repayment of Convertible Notes of $1,850,000, payment of $1,000,000 in cash to Winston & Strawn as part of the settlement agreement and payment of transaction cost under the Equity SPA of $1,228,500.

Previous 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.

Current wording

Historically, the Company has funded its operations primarily through the issuance of equity and debt securities. As of March 31, 2026, the Company had cash and cash equivalents of $16,706,099 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

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.

Current wording

The Company holds several long-term debt obligations with outside vendors and investors, with loans maturing between 2025 and 2026 (see Notes 9 and 13 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.