AtlasClear Holdings, Inc 10-Q for FY2025 Q3

AtlasClear Holdings, Inc. (ATCH)

10-Q 2025-05-15 For: 2025-03-31

Added on April 10, 2026

About this 10-Q

AtlasClear Holdings, Inc filed this 10-Q on May 15, 2025, covering the quarter ended March 31, 2025 (FY2025 Q3).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.54M; up 100.1% from $1.27M a year earlier
Net loss: $2.9M; compared with a net loss of $88.58M a year earlier

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		ATCH		NYSE American LLC

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Delaware		92-2303797
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2203 Lois Ave. N., Ste. 814 Tampa, FL		33607
(Address of principal executive offices)		(Zip Code)


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

	Page
Part I. Financial Information	3
Item 1. Interim Consolidated Financial Statements	3
Condensed Consolidated Balance sheet as of March 31, 2025 (unaudited) and June 30, 2024	3
Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2025 and 2024 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended March 31, 2025 and 2024 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024 (Unaudited)	7
Notes to Condensed consolidated financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	49
Item 4. Controls and Procedures	50
Part II. Other Information	51
Item 1. Legal Proceedings	51
Item 1A. Risk Factors	51
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	51
Item 3. Defaults Upon Senior Securities	51
Item 4. Mine Safety Disclosures	51
Item 5. Other Information	52
Item 6. Exhibits	53
Signatures	54


	March 31,		June 30,
	2025		2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	7,814,789	$	6,558,176
Cash segregated - customers		19,474,414		20,548,972
Cash segregated - PAB		200,595		200,738
Receivables - broker-dealers and clearing organizations		699,062		1,333,306
Receivables - customers, net		396,220		823,784
Other receivables		258,339		64,842
Prepaids		848,720		67,967
Trading securities, market value, net		54		55
Total Current Assets		29,692,193		29,597,840

Operating lease right to use lease asset		213,726		326,336
Property and equipment, net		2,373		16,080
Customer list, net		13,235,959		14,150,856
Goodwill		6,142,525		7,706,725
Pacsquare asset purchase		1,833,179		1,726,500
Cash deposits - broker-dealers and clearing organizations		3,515,000		3,515,000
Bank acquisition deposit		43,645		91,200
Other assets		333,517		336,017
TOTAL ASSETS	$	55,012,117	$	57,466,554

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Payables to customers	$	18,082,211	$	20,162,973
Accounts and payables to officers/directors		957,236		686,579
Accounts payable and accrued expenses		4,930,870		5,393,912
Payables - broker-dealers and clearing organizations		12,430		4,915
Commissions, payroll and payroll taxes		213,633		273,386
Current portion of lease liability		118,524		149,499
Stock payable		—		259,893
Promissory notes		1,342,034		852,968
Short-term and current portion of long-term merger financing, net		7,197,094		5,092,083
Merger financing – convertible notes		3,113,082		—
Contingent guarantee		—		3,256,863
Tau agreement liability		893,721		—
Subscription agreement		2,484,933		2,425,647
Stock payable – related party		55,087		55,087
Excise tax payable		2,550,598		2,067,572
Total Current Liabilities		41,951,453		40,681,377

Accrued contingent liability		100,000		100,000
Convertible notes, net		627,308		3,783,437
Secured convertible note, net		8,568,039		6,857,101
Long-term merger financing, net		—		7,606,561
Derivative liability – merger financing		102,375		—
Derivative liability - convertible notes		887,019		16,462,690
Derivative liability - Warrants		61,531		307,656
Earnout - liability		11,230,000		12,298,000
Deferred income tax liability		3,311,481		5,245,886
Subordinated borrowings		1,930,000		1,950,000
Trading account deposit		100,000		100,000
Long-term lease liability		99,781		182,729
TOTAL LIABILITIES		68,968,987		95,575,437

Commitments and Contingencies (Note 9)

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 6,188,094 and 207,585 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively		619		21
Additional paid-in-capital		126,879,229		110,165,209
Stock subscription payable (receivable)		11,880		—
Accumulated Deficit		(140,848,598)		(148,274,113)
TOTAL STOCKHOLDERS’ DEFICIT		(13,956,870)		(38,108,883)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	55,012,117	$	57,466,554


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2025		2024		2025		2024
REVENUES
Commissions	$	1,506,077	$	929,514	$	4,488,058	$	929,514
Vetting fees		370,700		159,075		1,093,684		159,075
Clearing fees		658,926		131,843		2,491,865		131,843
Net gain/(loss) on firm trading accounts		1,527		3,656		5,483		3,656
Other revenue		5,873		46,596		14,594		46,596
TOTAL REVENUES		2,543,103		1,270,684		8,093,684		1,270,684

EXPENSES
Compensation, payroll taxes and benefits		1,549,228		1,031,779		4,408,714		1,031,779
Data processing and clearing costs		435,307		455,703		1,676,686		455,703
Regulatory, professional fees and related expenses		845,350		11,537,254		3,048,931		12,790,001
Stock compensation - founder share transfer		—		1,462,650		—		1,462,650
Communications		209,632		82,590		488,475		82,590
Occupancy and equipment		51,215		21,559		159,647		21,559
Transfer fees		51,264		20,618		142,771		20,618
Bank charges		56,933		36,176		166,259		36,176
Intangible assets amortization		348,060		453,464		1,010,519		453,464
Other		68,288		38,798		154,107		38,798
TOTAL EXPENSES		3,615,277		15,140,591		11,256,109		16,393,338

LOSS FROM OPERATIONS		(1,072,174)		(13,869,907)		(3,162,425)		(15,122,654)

OTHER INCOME/(EXPENSE)
Interest income		515,849		607,444		1,582,922		1,682,346
Loss on AtlasClear asset acquisition		—		(68,546,956)		—		(68,546,956)
Vendor settlements		—		765,274		—		765,274
Change in fair value of warrant liability derivative		61,531		(307,656)		246,125		(307,656)
Change in fair value of convertible note derivative		—		(2,593,750)		3,990,385		(2,593,750)
Change in fair value of long-term and short-term note derivative		137,687		(8,106,998)		11,585,286		(8,106,998)
Change in fair value of contingent guarantee		—		—		(839,775)		—
Change in fair value of non-redemption agreement		—		(164,626)		—		275,161
Change in fair value of merger financing		48,116		—		10,670		—
Change in fair value of earnout liability		(186,000)		(220,000)		1,068,000		(220,000)
Change in fair value of subscription agreement		(11,404)		4,375,150		(59,286)		4,375,150
Change in fair value of stock payable		11,383		—		232,793		—
Change in fair value of Tau agreement		53,152		—		(707,547)		—
Interest expense		(2,765,180)		(521,392)		(6,889,461)		(521,392)
TOTAL OTHER INCOME/(EXPENSE)		(2,134,866)		(74,713,510)		10,220,112		(73,198,821)

NET INCOME/(LOSS) BEFORE INCOME TAXES		(3,207,040)		(88,583,417)		7,057,687		(88,321,475)

Income tax (expense) benefit		304,212		6,000		367,828		(138,920)

NET INCOME/(LOSS)	$	(2,902,828)	$	(88,577,417)	$	7,425,515	$	(88,460,395)

Basic and diluted weighted average shares outstanding, redeemable common stock		—		36,999		—		68,506
Basic and diluted net income (loss) per share, redeemable common stock	$	—	$	(474.19)	$	—	$	(507.63)

Basic weighted average shares outstanding, non-redeemable common stock		2,322,772		149,797		975,727		105,755
Basic net income (loss) per share, non-redeemable common stock	$	(1.25)	$	(577.15)	$	7.61	$	(653.46)

Diluted weighted average shares outstanding, non-redeemable common stock		2,322,772		149,797		975,727		105,755
Diluted net income (loss) per share, non-redeemable common stock	$	(1.25)	$	(577.15)	$	(0.52)	$	(653.46)


				Additional						Total
	Common Stock			Paid-in		Subscription		Accumulated		Stockholders’
	Shares	Amount		Capital		Receivable		Deficit		Deficit
Balance — June 30, 2024	207,585	$	21	$	110,165,209	$	—	$	(148,274,113)	$	(38,108,883)

Common stock issued to for consulting services	200		—		2,578		—		—		2,578

Shares issued as purchase consideration for the assets of Pacsquare	8,333		1		122,299		—		—		122,300

Shares issued as conversion of $325,000 in principal on convertible notes	29,485		3		324,997		—		—		325,000

Shares transferred by related parties as settlement for Company obligations under various financial instruments see Note 8	—		—		2,412,930		—		—		2,412,930

Shares issued as conversion of $359,896 in principal and $7,530 of interest on short-term merger financing notes	31,035		3		367,423		—		—		367,426

Shares issued to related party as settlement for $803,860 in related party payable.	46,471		5		803,855		—		—		803,860

Shares issued to as additional consideration for delayed payment on merger financing notes	1,267		—		16,340		—		—		16,340

Shares issued under Tau agreement settled through September 30, 2024	24,092		2		302,998		(154,619)		—		148,381

Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8)	22,292		2		(2)		—		—		—

Net income	—		—		—		—		10,748,033		10,748,033

Balance — September 30, 2024 (unaudited)	370,760	$	37	$	114,518,627	$	(154,619)	$	(137,526,080)	$	(23,162,035)

Shares issued under Tau agreement settled through December 31, 2024	17,157		2		243,096		141,902		—		385,000

Rounding up for fractional shares in 1:60 reverse stock split	86		—		—		—		—		—

Net loss	—		—		—		—		(419,690)		(419,690)

Balance — December 31, 2024 (unaudited)	388,003	$	39	$	114,761,723	$	(12,717)	$	(137,945,770)	$	(23,196,725)

Shares issued as conversion of $4.2 million in principal on convertible notes	2,532,568		253		4,199,747		—		—		4,200,000

Shares issued as conversion of $0.5 million in principal and interest on secured convertible notes	258,678		26		509,523		—		—		509,549

Shares issued as conversion of $6.34 million in principal and interest on sellers short term, long term and merger financing	2,662,032		266		6,337,527		—		—		6,337,793

Shares issued to settled vendor obligations	11,085		1		66,503		—		—		66,504

Shares issued under Tau agreement settled through March 31, 2025	264,678		26		879,377		24,597		—		904,000

Shares transferred by related parties as settlement for Company obligations under various financial instruments see Note 8	27,282		3		(3)		—		—		—

Shares issued as deposit for purchase of the Commercial Bank acquisition	36,070		4		43,641		—		—		43,645

Commitment fee shares settled under the Tau agreement	7,698		1		81,191		—		—		81,192

Net loss	—		—		—		—		(2,902,828)		(2,902,828)

Balance — March 31, 2025 (unaudited)	6,188,094	$	619	$	126,879,229	$	11,880	$	(140,848,598)	$	(13,956,870)


CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of Pacsquare		(125,000)		(300,000)
Cash received from acquisition of Wilson-Davis		—		33,333,876
Investment of cash into Trust Account		—		(1,135,000)
Cash withdrawn from Trust Account to pay franchise and income taxes		—		428,315
Cash withdrawn from Trust Account to pay for working capital purposes		—		1,195,565
Cash withdrawn from Trust Account in connection with redemption		—		58,233,601
Cash paid to Wilson-Davis shareholders		—		(7,127,569)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES		(125,000)		84,628,788

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		—		2,188,281
Transaction costs financed		—		6,212,000
Proceeds from secured convertible note		—		6,000,000
Payment on promissory notes		(56,519)		—
Subordinated debt payments		(20,000)		—
Proceeds from Tau agreement		1,437,381		—
Redemption of common stock		—		(58,233,601)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES		1,360,862		(43,833,320)

NET INCREASE (DECREASE) IN CASH		181,912		26,423,791

CASH AT BEGINNING OF YEAR		27,307,886		1,132,900

CASH AT YEAR END	$	27,489,798	$	27,556,691

Supplemental cash flow information:
Cash paid for interest		—		—
Cash paid for taxes		—		—

Non-cash investing and financing activities:
Decrease in goodwill due to change in deferred tax liability		1,564,200		—
Shares issued under Tau agreement		205,238		—
Value of shares transferred by related parties to settle obligations		2,412,930		—
Shares issued to purchase Pacsquare and amounts included in accounts payable		77,300		1,226,500
Shares issued to related party for settlement of accounts payable		803,860		—
Shares issued for commercial bank acquisition extension		43,645		91,200
Shares issued for conversion on convertible notes		4,525,000		—
Shares issued for conversion of principal and interest on short-term note		5,366,979		—
Shares issued for conversion of principal and interest on long-term note		1,229,428		—
Shares issued for conversion of principal and interest on merger financing		108,813		—
Shares issued for conversion of secured convertible notes		509,549		—
Shares issued for stock payable		27,100		—
Initial value of derivative included in merger financing		113,044		—
Accretion of common stock subject to possible redemption		—		1,613,257
Excise tax related to redemptions		—		582,336
Initial classification of non-redemption agreement liability		—		1,884,440
Promissory note issued under insurance premium		489,381		—
Shares issued to settled advances from related party and notes payable related party		—		4,577,569
Transaction cost settled with subscription payable		—		2,386,851
Fair value of equity treated earnout in AtlasClear, Inc asset acquisition		—		31,347,000
Fair value of shares issued in AtlasClear, Inc asset acquisition		—		44,000,000
Fair value of liability treated earnout in AtlasClear, Inc asset acquisition		—		10,963,000
Fair value of shares transferred to Wilson Davis shareholders		—		6,000,000
Short term notes issued to Wilson Davis shareholders		—		5,000,000
Long term notes issued to Wilson Davis shareholders		—		7,971,197
Common stock issued to settled vendor obligations		—		1,513,100
Fair value of shares transferred to Secured convertible note holders		—		1,250,698
Redeemable shares transferred to permanent equity		—		1,195,555
Non-redemption agreement re-classed to permanent equity		—		1,606,279


	Three Months Ended
	March 31, 2025		March 31, 2024
	Non-				Non-
	redeemable		Redeemable		redeemable
Basic net income (loss) per common stock
Numerator:
Allocation of net loss	$	(2,902,828)	$	(17,544,724)	$	(71,032,693)
Deemed dividend		—		—		(15,422,431)
Allocation of net income, as adjusted		(2,902,828)		(17,544,724)		(86,455,124)
Denominator:
Basic weighted average common stock outstanding		2,322,772		36,999		149,797
Basic net income per common stock	$	(1.25)	$	(474.19)	$	(577.15)


	Nine Months Ended
	December 31, 2024		December 31, 2023
	Non-				Non-
	redeemable		Redeemable		redeemable
Diluted net income (loss) per common stock
Numerator:
Allocation of net income,	$	7,425,515	$	(34,775,769)	$	(69,107,057)
Change in fair value of financial instruments		(13,979,733)		—		—
Interest on dilutive instruments		6,050,871		—		—
Allocation of net income, as adjusted	$	(503,347)	$	(34,775,769)	$	(69,107,057)
Denominator:
Dilutive weighted average common stock outstanding		975,727		68,506		105,755
If converted shares		—		—		—
		975,727		68,506		105,755
Diluted net income (loss) per common stock	$	(0.52)	$	(507.63)	$	(653.46)


Description	March 31, 2025	March 31, 2024
Sellers Notes	13,214,028	—
Convertible notes	1,594,763	—
Secured convertible note	11,333,505	—
Subscription agreement	1,034,381	—
Tau agreement	888,973	—
Promissory note	6,040	—
Total Shares issuable under Convertible Note obligations – if converted total dilutive	28,071,690	—

Public Warrants	10,062,500	10,062,500
Private Warrants	5,553,125	6,153,125
Secured convertible note warrants	600,000	—
Total excluded under treasury method – out of the money	16,215,625	16,215,625


	For the Nine Months Ended
	March 31, 2025
Cash and cash equivalents	$	7,814,789
Cash segregated - customers		19,474,414
Cash segregated - PAB		200,595
Total cash and restricted cash shown in the statement of cash flows.	$	27,489,798


	March 31, 2025
Equipment	$	150,202
Leasehold improvements		89,087
Software		85,042
Furniture and fixtures		51,717
		376,048
Less: Accumulated depreciation and Amortization		(373,675)
	$	2,373


Cash paid to Wilson-Davis shareholders	$	8,092,569
Short-term notes		5,000,000
Long-term notes		7,971,197
Value of shares transferred from sponsor		6,000,000
Total consideration paid		27,063,766

Allocated to:
Cash	$	11,333,271
Cash segregated		22,000,605
Receivables		4,065,148
Trading Securities, market value		6,875
Prepaid Income Tax		201,125
Accounts payable, accrued expenses and other current liabilities		(28,045,034)
Current portion of lease liability		(161,212)
Property and equipment		23,645
Cash deposit BDs and Clearing Organizations		3,536,664
Operating Lease Right-to-Use Lease Assets		395,063
Other Assets		385,058
Stock loan		(1,431,068)
Long-term Lease liability		(239,629)
Subordinated Borrowing		(1,950,000)
Deferred tax liability		(3,724,270)
Trading Account deposit		(100,000)
Net assets acquired		6,296,241
Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill	$	20,767,525


			Estimated
			Useful Life
	Amount		(Years)
Customer Lists (a)	$	14,625,000	12
Excess of purchase price		20,767,525	—
Goodwill	$	6,142,525	—


		March 31, 2025
				Accumulated		Impairment
	Est useful life	Cost		Amortization		of Asset		Net

Goodwill	Indefinite	$	6,142,525	$	—	$	—	$	6,142,525
Pacsquare assets – Proprietary Software	10 years		1,928,800		(95,621)		—		1,833,179
Customer Lists	12 years		14,625,000		(1,389,041)		—		13,235,959
Intangible Assets		$	22,696,325	$	(1,484,662)	$	—	$	21,211,663


Fiscal Year	Amount
June 30, 2025	$	351,927
June 30, 2026		1,411,577
June 30, 2027		1,411,577
June 30, 2028		1,414,916
June 30, 2029		1,411,577
Thereafter		9,067,563


	March 31,			June 30,
Input	2025			2024
Market price of public shares	$	0.67		$	62.40
Equity volatility		116.3	%		26.2	%
Risk-free rate		4.19	%		5.05	%


	March 31,			June 30,
Input	2025			2024
Market price of public shares	$	0.67		$	62.40
Risk-free rate		3.86	%		4.27	%
Dividend yield		0.00	%		0.00	%
Volatility		116.3	%		58.7	%
Exercise price	$	689.86		$	689.86
Effective expiration date		February 2029			February 2029


	March 31,			August 9,
Input	2025			2024
Market price of public shares	$	0.67		$	16.20
Risk-free rate		4.00	%		4.78	%
Discount rate		10.83	%		16.98	%
Probability of default		16.3	%		25.4	%
Recovery rate		28.9	%		28.9	%
Volatility		116.3	%		37.2	%
Effective expiration date		February 2026			February 2026


	March 31,			July 31
Input	2025			2024
Anticipated Monthly Advance Amounts	$	40,000		$	40,000
Risk-free rate		3.84	%		4.20	%
Volatility		116.3	%		40.3	%
Effective expiration date		February 2027			July 2026


	March 31,			July 31,
Input	2025			2024
Market price of public shares	$	0.67		$	16.20
Risk-free rate		3.84	%		4.20	%
Volatility		116.3	%		40.3	%
Effective expiration date		February 2027			July 2026


	Private		Tau
	Placement		Agreement
	Warrants		Liability
Fair value as of June 30, 2024	$	307,656	$	—
Initial measurement		—		1,090,949
Transferred to equity		—		(303,000)
Change in valuation inputs or other assumptions		(246,125)		184,559
Fair value as of September 30, 2024	$	61,531	$	972,508
Transferred to equity		—		(115,277)
Change in valuation inputs or other assumptions		61,531		(73,284)
Fair value as of December 31, 2024	$	123,062	$	783,947
Fair value of advance requests				1,042,329
Transferred to equity		—		(879,403)
Change in valuation inputs or other assumptions		(61,531)		(53,152)
Fair value as of March 31, 2025	$	61,531	$	893,721


	Conversion		Earnout
	Derivative		Liability
Fair value as of June 30, 2024	$	16,462,690	$	12,298,000
Change in valuation inputs or other assumptions		(14,320,179)		340,000
Fair value as of September 30, 2024	$	2,142,511	$	12,638,000
Change in valuation inputs or other assumptions		(1,117,805)		(1,594,000)
Fair value as of December 31, 2024	$	1,024,706	$	11,044,000
Change in valuation inputs or other assumptions		(137,687)		186,000
Fair value as of March 31, 2025	$	887,019	$	11,230,000


	Subscription		Contingent
	Agreement		Guarantee
Fair value as of June 30, 2024	$	2,425,647	$	3,256,863
Shares issued as partial payment		—		(1,210,290)
Change in valuation inputs or other assumptions		34,841		839,774
Exchanged to Merger financing note		—		(2,886,347)
Fair value liability as of September 30, 2024	$	2,460,488	$	—
Change in valuation inputs or other assumptions		13,041
Fair value liability as of December 31, 2024	$	2,473,529
Change in valuation inputs or other assumptions		11,404
Fair value as of March 31, 2025	$	2,484,933


	Merger		Secured
	Financing		Convertible
	Derivative		Derivative
Fair value as of June 30, 2024	$	—	$	—
Initial measurement		113,044		—
Change in valuation inputs or other assumptions		63,195		89,535
Fair value as of September 30, 2024	$	176,239	$	89,535
Change in valuation inputs or other assumptions		(25,749)		(89,535)
Fair value as of December 31, 2024	$	150,490	$	—
Change in valuation inputs or other assumptions		(48,115)		—
Fair value as of March 31, 2024	$	102,375	$	—


	Three Months Ended				Three Months
	March 31,				Ended
	2025		2024		Changes

REVENUES
Commissions	$	1,506,077	$	929,514	$	576,563
Vetting fees		370,700		159,075		211,625
Clearing fees		658,926		131,843		527,083
Net gain/(loss) on firm trading accounts		1,527		3,656		(2,129)
Other revenue		5,873		46,596		(40,723)
TOTAL REVENUES		2,543,103		1,270,684		1,272,419

EXPENSES
Compensation, payroll taxes and benefits		1,549,228		1,031,779		517,449
Data processing and clearing costs		435,307		455,703		(20,396)
Regulatory, professional fees and related expenses		845,350		11,537,254		(10,691,904)
Stock compensation expense		—		1,462,650		(1,462,650)
Communications		209,632		82,590		127,042
Occupancy and equipment		51,215		21,559		29,656
Transfer fees		51,264		20,618		30,646
Bank charges		56,933		36,176		20,757
Intangible assets amortization		348,060		453,464		(105,404)
Other		68,288		38,798		29,490
TOTAL EXPENSES		3,615,277		15,140,591		(11,525,314)

LOSS FROM OPERATIONS		(1,072,174)		(13,869,907)		12,797,733

OTHER INCOME/(EXPENSE)
Interest income		515,849		607,444		(91,595)
Vendor settlements		—		765,274		(765,274)
Loss on AtlasClear acquisition		—		(68,546,956)		68,546,956
Change in fair value of warrant liability derivative		61,531		(307,656)		369,187
Change in fair value, convertible note derivative		—		(2,593,750)		2,593,750
Change in fair value, long-term and short-term note derivative		137,687		(8,106,998)		8,244,685
Change in fair value of non-redemption agreement		—		(164,626)		164,626
Change in fair value of Merger financing		48,116		—		48,116
Change in fair value of earnout liability		(186,000)		(220,000)		34,000
Change in fair value of subscription agreement		(11,404)		4,375,150		(4,386,554)
Change in fair value stock payable		11,383		—		11,383
Change in fair value of Tau agreement		53,152		—		53,152
Interest expense		(2,765,180)		(521,392)		(2,243,788)
TOTAL OTHER INCOME/(EXPENSE)		(2,134,866)		(74,713,510)		72,578,644

Income before provision for income taxes		(3,207,040)		(88,583,417)		85,376,377
Benefit (provision) for income taxes		304,212		6,000		298,212
Net income (loss)	$	(2,902,828)	$	(88,577,417)	$	(85,674,589)


	Nine Months Ended				Nine Months
	March 31,				Ended
	2025		2024		Changes

REVENUES
Commissions	$	4,488,058	$	929,514	$	3,558,544
Vetting fees		1,093,684		159,075		934,609
Clearing fees		2,491,865		131,843		2,360,022
Net gain/(loss) on firm trading accounts		5,483		3,656		1,827
Other revenue		14,594		46,596		(32,002)
TOTAL REVENUES		8,093,684		1,270,684		6,823,000

EXPENSES
Compensation, payroll taxes and benefits		4,408,714		1,031,779		3,376,935
Data processing and clearing costs		1,676,686		455,703		1,220,983
Regulatory, professional fees and related expenses		3,048,931		12,790,001		(9,741,070)
Stock compensation expense		—		1,462,650		(1,462,650)
Communications		488,475		82,590		405,885
Occupancy and equipment		159,647		21,559		138,088
Transfer fees		142,771		20,618		122,153
Bank charges		166,259		36,176		130,083
Intangible assets amortization		1,010,519		453,464		557,055
Other		154,107		38,798		115,309
TOTAL EXPENSES		11,256,109		16,393,338		(5,137,229)

LOSS FROM OPERATIONS		(3,162,425)		(15,122,654)		11,960,229

OTHER INCOME/(EXPENSE)
Interest income		1,582,922		1,682,346		(99,424)
Vendor settlements		—		765,274		(765,274)
Loss on AtlasClear acquisition		—		(68,546,956)		68,546,956
Change in fair value of warrant liability derivative		246,125		(307,656)		553,781
Change in fair value, convertible note derivative		3,990,385		(2,593,750)		6,584,135
Change in fair value, long-term and short-term note derivative		11,585,286		(8,106,998)		19,692,284
Change in fair value of contingent guarantee		(839,775)		—		(839,775)
Change in fair value of non-redemption agreement		—		275,161		(275,161)
Change in fair value of Merger financing		10,670		—		10,670
Change in fair value of earnout liability		1,068,000		(220,000)		1,288,000
Change in fair value of subscription agreement		(59,286)		4,375,150		(4,434,436)
Change in fair value stock payable		232,793		—		232,793
Change in fair value of Tau agreement		(707,547)		—		(707,547)
Interest expense		(6,889,461)		(521,392)		(6,368,069)
TOTAL OTHER INCOME/(EXPENSE)		10,220,112		(73,198,821)		83,418,933

Income before provision for income taxes		7,057,687		(88,321,475)		95,379,162
Benefit (provision) for income taxes		367,828		(138,920)		506,748
Net income (loss)	$	7,425,515	$	(88,460,395)	$	95,885,910


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc. (formerly Calculator New Pubco, Inc.) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on February 15, 2024).
3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on January 8, 2025).
3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on January 8, 2025).
3.4		Amended and Restated By-Laws of AtlasClear Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on February 15, 2024).
3.5		Amendment to the Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on December 27, 2024).
10.1		Securities Purchase Agreement, dated December 31, 2024, by and among AtlasClear Holdings, Inc. and Hanire, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K (File No. 001 41956), filed with the SEC on January 8, 2025).
10.2		Registration Rights Agreement, dated December 31, 2024, by and among AtlasClear Holdings, Inc. and Hanire, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8 K (File No. 001 41956), filed with the SEC on January 8, 2025).
10.3		Convertible Promissory Note, dated December 31, 2024, by and between AtlasClear Holdings, Inc. and Hanire, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8 K (File No. 001 41956), filed with the SEC on January 8, 2025).
10.4		Amendment, Waiver and Consent by and between AtlasClear Holdings, Inc. and Funicular Funds, LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8 K (File No. 001 41956), filed with the SEC on January 8, 2025).
10.5		At-the-Market Agreement, dated as of February 5, 2025, between AtlasClear Holdings, Inc. and Tau Investment Partners LLC (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No. 001-41956), filed with the SEC on February 19, 2025).
10.6		Marketing Services Agreement, dated September 25, 2024, between AtlasClear Holdings, Inc. and Outside The Box Capital Inc. (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-284095), filed with the SEC on March 5, 2025).
31.1*		Certification of the Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of the Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


	ATLASCLEAR HOLDINGS, INC.

Date: May 15, 2025	By:	/s/ John Schaible
	Name:	John Schaible
	Title:	Executive Chairman
		(Principal Executive and Financial Officer)


Dated: May 15, 2025

	/s/ John Schaible
	John Schaible
	Executive Chairman
	(Principal Executive and Financial Officer)