AtlasClear Holdings, Inc 10-Q for FY2025 Q2

AtlasClear Holdings, Inc. (ATCH)

10-Q 2025-02-19 For: 2024-12-31

Added on April 10, 2026

About this 10-Q

AtlasClear Holdings, Inc filed this 10-Q on February 19, 2025, covering the quarter ended December 31, 2024 (FY2025 Q2).

Headline figures

Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.75M
Net loss: $419.69K; compared with net income of $373K 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 December 31, 2024 (unaudited) and June 30, 2024	3
Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2024 and 2023 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended December 31, 2024 and 2023 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (Unaudited)	6
Notes to Condensed consolidated financial Statements (Unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3. Quantitative and Qualitative Disclosures About Market Risk	49
Item 4. Controls and Procedures	49
Part II. Other Information	50
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	50
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	50
Item 3. Defaults Upon Senior Securities	50
Item 4. Mine Safety Disclosures	50
Item 5. Other Information	51
Item 6. Exhibits	52
Signatures	53


	December 31,		June 30,
	2024		2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	6,879,552	$	6,558,176
Cash segregated - customers		21,377,503		20,548,972
Cash segregated - PAB		200,618		200,738
Receivables - broker-dealers and clearing organizations		1,321,533		1,333,306
Receivables - customers, net		354,196		823,784
Other receivables		62,098		64,842
Prepaids		64,392		67,967
Trading securities, market value, net		54		55
Total Current Assets		30,259,946		29,597,840

Operating lease right to use lease asset		249,515		326,336
Property and equipment, net		6,942		16,080
Customer list, net		13,536,472		14,150,856
Goodwill		6,142,525		7,706,725
Pacsquare asset purchase		1,880,725		1,726,500
Cash deposits - broker-dealers and clearing organizations		3,515,000		3,515,000
Bank acquisition deposit		87,500		91,200
Other assets		336,017		336,017
TOTAL ASSETS	$	56,014,642	$	57,466,554

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Payables to customers	$	20,020,804	$	20,162,973
Accounts and payables to officers/directors		840,243		686,579
Accounts payable and accrued expenses		4,866,025		5,393,912
Payables - broker-dealers and clearing organizations		15,427		4,915
Commissions, payroll and payroll taxes		311,796		273,386
Current portion of lease liability		126,746		149,499
Stock payable		125,983		259,893
Promissory notes		878,997		852,968
Short-term merger financing, net		4,941,710		5,092,083
Contingent guarantee		—		3,256,863
Tau agreement liability		783,947		—
Subscription agreement		2,473,529		2,425,647
Stock payable – related party		55,087		55,087
Excise tax payable		2,260,783		2,067,572
Total Current Liabilities		37,701,077		40,681,377

Accrued contingent liability		100,000		100,000
Convertible notes, net		3,375,248		3,783,437
Secured convertible note, net		8,745,699		6,857,101
Long-term merger financing, net		8,067,569		7,606,561
Merger financing – convertible notes		3,104,866		—
Derivative liability – merger financing		150,490		—
Derivative liability - convertible notes		1,024,706		16,462,690
Derivative liability - Warrants		123,062		307,656
Earnout - liability		11,044,000		12,298,000
Deferred income tax liability		3,616,486		5,245,886
Subordinated borrowings		1,930,000		1,950,000
Trading account deposit		100,000		100,000
Long-term lease liability		128,164		182,729
TOTAL LIABILITIES		79,211,367		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; 388,003 and 207,585 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively		39		21
Additional paid-in-capital		114,761,723		110,165,209
Stock subscription receivable		(12,717)		—
Accumulated Deficit		(137,945,770)		(148,274,113)
TOTAL STOCKHOLDERS’ DEFICIT		(23,196,725)		(38,108,883)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	56,014,642	$	57,466,554


	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2024		2023		2024		2023
REVENUES
Commissions	$	1,598,153	$	—	$	2,981,981	$	—
Vetting fees		357,601		—		722,984		—
Clearing fees		785,227		—		1,832,939		—
Net gain/(loss) on firm trading accounts		2,245		—		3,956		—
Other revenue		3,273		—		8,721		—
TOTAL REVENUES		2,746,499		—		5,550,581		—

EXPENSES
Compensation, payroll taxes and benefits		1,580,182		—		2,859,486		—
Data processing and clearing costs		629,733		—		1,241,379		—
Regulatory, professional fees and related expenses		1,107,762		611,934		2,203,581		1,252,747
Communications		126,089		—		278,843		—
Occupancy and equipment		54,428		—		108,432		—
Transfer fees		39,917		—		91,507		—
Bank charges		53,425		—		109,326		—
Intangible assets amortization		355,268		—		662,459		—
Other		(51,156)		—		85,819		—
TOTAL EXPENSES		3,895,648		611,934		7,640,832		1,252,747

LOSS FROM OPERATIONS		(1,149,149)		(611,934)		(2,090,251)		(1,252,747)

OTHER INCOME/(EXPENSE)
Interest income		460,315		352,512		1,067,073		1,074,902
Change in fair value of warrant liability derivative		(61,531)		184,594		184,594		—
Change in fair value of convertible note derivative		823,076		—		3,990,385		—
Change in fair value of long-term and short-term note derivative		294,729		—		11,447,599		—
Change in fair value of contingent guarantee		—		—		(839,775)		—
Change in fair value of non-redemption agreement		—		451,546		—		439,787
Change in fair value of secured convertible note		89,535		—		—		—
Change in fair value of merger financing		25,749		—		(37,446)		—
Change in fair value of earnout liability		1,594,000		—		1,254,000		—
Change in fair value of subscription agreement		(13,041)		—		(47,882)		—
Change in fair value of stock payable		25,260		—		221,410		—
Change in fair value of Tau agreement		73,284		—		(760,699)		—
Interest expense		(2,667,285)		—		(4,124,281)		—
TOTAL OTHER INCOME/(EXPENSE)		644,091		988,652		12,354,978		1,514,689

NET INCOME/(LOSS) BEFORE INCOME TAXES		(505,058)		376,718		10,264,727		261,942

Income tax (expense) benefit		85,368		(3,718)		63,616		(144,920)

NET INCOME/(LOSS)	$	(419,690)	$	373,000	$	10,328,343	$	117,022

Basic and diluted weighted average shares outstanding, redeemable common stock		—		84,173		—		85,463
Basic and diluted net income (loss) per share, redeemable common stock	$	—	$	2.22	$	—	$	0.69

Basic weighted average shares outstanding, non-redeemable common stock		377,287		83,854		316,846		83,854
Basic net income (loss) per share, non-redeemable common stock	$	(1.11)	$	2.22	$	32.60	$	0.69

Diluted weighted average shares outstanding, non-redeemable common stock		377,287		83,854		3,413,343		83,854
Diluted net income (loss) per share, non-redeemable common stock	$	(1.11)	$	2.22	$	0.12	$	0.69


				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 principle 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 loss	—		—		—		—		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)


CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of Pacsquare		(125,000)		—
Investment of cash into Trust Account		—		(975,000)
Cash withdrawn from Trust Account to pay franchise and income taxes		—		359,897
Cash withdrawn from Trust Account in connection with redemption		—		4,286,537
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES		(125,000)		3,671,434

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		—		1,135,981
Subordinated debt payments		(20,000)		—
Proceeds from Tau agreement		533,381		—
Redemption of common stock		—		(4,286,537)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES		513,381		(3,150,556)

NET INCREASE (DECREASE) IN CASH		1,149,787		(513,346)

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

CASH AT YEAR END	$	28,457,673	$	619,554

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		—
Initial shares issued under Tau agreement		546,098		—
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		—
Shares issued to related party for settlement of accounts payable		803,860		—
Shares payable for commercial bank acquisition extension		87,500		—
Shares issued for conversion on convertible notes		325,000		—
Shares issued for conversion of principal and interest on short-term note		367,426		—
Initial value of derivative included in merger financing		113,044		—
Accretion of common stock subject to possible redemption		—		1,020,680
Excise tax related to redemptions		—		42,865
Initial classification of non-redemption agreement liability		—		1,884,440


	Three Months Ended
	December 31, 2024		December 31, 2023
	Non-				Non-
	redeemable		Redeemable		redeemable
Basic net income (loss) per common stock
Numerator:
Allocation of net income, as adjusted	$	(419,690)	$	186,854	$	186,146
Denominator:
Basic weighted average common stock outstanding		377,287		84,173		83,854
Basic net income per common stock	$	(1.11)	$	2.22	$	2.22


Description	December 31, 2024	December 31, 2023
Sellers Notes	1,690,638	—
Convertible notes	544,044	—
Secured convertible note	756,248	—
Subscription agreement	81,352	—
Tau agreement	6,025	—
Stock payable	12,500	—
Promissory note	5,690	—
Total Shares issuable under Convertible Note obligations – if converted total dilutive	3,096,497	—

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 Six Months Ended
	December 31, 2024
Cash and cash equivalents	$	6,879,552
Cash segregated - customers		21,377,503
Cash segregated - PAB		200,618
Total cash and restricted cash shown in the statement of cash flows.	$	28,457,673


	December 31, 2024
Equipment	$	150,202
Leasehold improvements		89,087
Software		85,042
Furniture and fixtures		51,717
		376,048
Less: Accumulated depreciation and Amortization		(369,106)
	$	6,942


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	—


		December 31, 2024
				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		(48,075)		—		1,880,725
Customer Lists	12 years		14,625,000		(1,088,528)		—		13,536,472
Intangible Assets		$	22,696,325	$	(1,136,603)	$	—	$	21,559,722


Fiscal Year	Amount
June 30, 2025	$	699,988
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


	December 31,			June 30,
Input	2024			2024
Market price of public shares	$	9.60		$	62.40
Equity volatility		64.9	%		26.2	%
Risk-free rate		4.14	%		5.05	%


	December 31,			June 30,
Input	2024			2024
Market price of public shares	$	9.60		$	62.40
Risk-free rate		4.25	%		4.27	%
Dividend yield		0.00	%		0.00	%
Volatility		64.9	%		58.7	%
Exercise price	$	689.86		$	689.86
Effective expiration date		February 2029			February 2029


	December 31,			June 30,
Input	2024			2024
Market price of public shares	$	9.60		$	62.40
Revenue volatility		15.00	%		15.00	%
Discount factor for revenue		10.16	%		9.69	%


	December 31,			August 9,
Input	2024			2024
Market price of public shares	$	9.60		$	16.20
Risk-free rate		4.09	%		4.78	%
Discount rate		8.95	%		16.98	%
Probability of default		20.3	%		25.4	%
Recovery rate		28.9	%		28.9	%
Volatility		64.9	%		37.2	%
Effective expiration date		February 2026			February 2026


	December 31,			July 31
Input	2024			2024
Anticipated Monthly Advance Amounts	$	40,000		$	40,000
Risk-free rate		4.16	%		4.20	%
Volatility		64.9	%		40.3	%
Effective expiration date		July 2026			July 2026


	December 31,			July 31,
Input	2024			2024
Market price of public shares	$	0.21		$	16.20
Risk-free rate		4.16	%		4.20	%
Volatility		64.9	%		40.3	%
Effective expiration date		July 2026			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	$	123,063	$	783,945


	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


	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 as of December 31, 2024	$	2,473,529


	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	$	—


	Three Months Ended				three Months
	December 31,				Ended
	2024		2023		Changes

REVENUES
Commissions	$	1,598,153	$	—		1,598,153
Vetting fees		357,601		—		357,601
Clearing fees		785,227		—		785,227
Net gain/(loss) on firm trading accounts		2,245		—		2,245
Other revenue		3,273		—		3,273
TOTAL REVENUES		2,746,499		—		2,746,499

EXPENSES
Compensation, payroll taxes and benefits		1,580,182		—		1,580,182
Data processing and clearing costs		629,733		—		629,733
Regulatory, professional fees and related expenses		1,107,762		611,934		495,828
Communications		126,089		—		126,089
Occupancy and equipment		54,428		—		54,428
Transfer fees		39,917		—		39,917
Bank charges		53,425		—		53,425
Intangible assets amortization		355,268		—		355,268
Other		(51,156)		—		(51,156)
TOTAL EXPENSES		3,895,648		611,934		3,283,714

LOSS FROM OPERATIONS		(1,149,149)		(611,934)		(537,215)

OTHER INCOME/(EXPENSE)
Interest income		460,315		352,512		107,803
Change in fair value of warrant liability derivative		(61,531)		184,594		(246,125)
Change in fair value, convertible note derivative		823,076		—		823,076
Change in fair value, long-term and short-term note derivative		294,729		—		294,729
Change in fair value of contingent guarantee		—		—		—
Change in fair value of non-redemption agreement		—		451,546		(451,546)
Change in fair value of secured convertible note		89,535		—		89,535
Change in fair value of Merger financing		25,749		—		25,749
Change in fair value of earnout liability		1,594,000		—		1,594,000
Change in fair value of subscription agreement		(13,041)		—		(13,041)
Change in fair value stock payable		25,260		—		25,260
Change in fair value of Tau agreement		73,284		—		73,284
Interest expense		(2,667,285)		—		(2,667,285)
TOTAL OTHER INCOME/(EXPENSE)		644,091		988,652		(344,561)

Income before provision for income taxes		(505,058)		376,718		(881,776)
Benefit (provision) for income taxes		85,368		(3,718)		89,086
Net income (loss)	$	(419,690)	$	373,000		(792,690)


	Six Months Ended				Six Months
	December 31,				Ended
	2024		2023		Changes

REVENUES
Commissions	$	2,981,981	$	—	2,981,981
Vetting fees		722,984		—	722,984
Clearing fees		1,832,939		—	1,832,939
Net gain/(loss) on firm trading accounts		3,956		—	3,956
Other revenue		8,721		—	8,721
TOTAL REVENUES		5,550,581		—	5,550,581

EXPENSES
Compensation, payroll taxes and benefits		2,859,486		—	2,859,486
Data processing and clearing costs		1,241,379		—	1,241,379
Regulatory, professional fees and related expenses		2,203,581		1,252,747	950,834
Communications		278,843		—	278,843
Occupancy and equipment		108,432		—	108,432
Transfer fees		91,507		—	91,507
Bank charges		109,326		—	109,326
Intangible assets amortization		662,459		—	662,459
Other		85,819		—	85,819
TOTAL EXPENSES		7,640,832		1,252,747	6,388,085

LOSS FROM OPERATIONS		(2,090,251)		(1,252,747)	(837,504)

OTHER INCOME/(EXPENSE)
Interest income		1,067,073		1,074,902	(7,829)
Change in fair value of warrant liability derivative		184,594		—	184,594
Change in fair value, convertible note derivative		3,990,385		—	3,990,385
Change in fair value, long-term and short-term note derivative		11,447,599		—	11,447,599
Change in fair value of contingent guarantee		(839,775)		—	(839,775)
Change in fair value of non-redemption agreement		—		439,787	(439,787)
Change in fair value of secured convertible note		—		—	—
Change in fair value of Merger financing		(37,446)		—	(37,446)
Change in fair value of earnout liability		1,254,000		—	1,254,000
Change in fair value of subscription agreement		(47,882)		—	(47,882)
Change in fair value stock payable		221,410		—	221,410
Change in fair value of Tau agreement		(760,699)		—	(760,699)
Interest expense		(4,124,281)		—	(4,124,281)
TOTAL OTHER INCOME/(EXPENSE)		12,354,978		1,514,689	10,840,289

Income before provision for income taxes		10,264,727		261,942	10,002,785
Benefit (provision) for income taxes		63,616		(144,920)	208,536
Net income (loss)	$	10,328,343	$	117,022	10,211,321


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		At-the-Market Agreement, dated as of July 31, 2024, between AtlasClear Holdings, Inc. and Tau Investment Partners 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 August 2, 2024).
10.2		Amended and Restated Convertible Promissory Note, dated as of October 23, 2024, by and between AtlasClear Holdings, Inc. and Chardan Capital Markets, 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 October 25, 2024).
10.3		First Amendment to Registration Rights Agreement, dated as of October 23, 2024, by and between AtlasClear Holdings, Inc. and Chardan Capital Markets, 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 October 25, 2024).
10.4		Amendment to Agreement and Plan of Merger Agreement and Plan of Merger, dated as of November 14, 2024, by and between the Company and Commercial Bancorp. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-41956), filed with the SEC on November 15, 2024).
10.5		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).
10.6		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).
10.7		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).
10.8		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).
10.9*		At-the-Market Agreement, dated as of February 5, 2025, between AtlasClear Holdings, Inc. and Tau Investment Partners LLC.
10.10*#		AtlasClear Holdings, Inc. 2024 Equity Incentive Plan, as amended and restated.
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: February 19, 2025	By:	/s/ John Schaible
	Name:	John Schaible
	Title:	Executive Chairman
		(Principal Executive and Financial Officer)

ATLASCLEAR HOLDINGS CORPORATION

By:	/s/ John M Schaible
Name:	John M Schaible
Title:	Authorized Officer


TAU INVESTMENT PARTNERS LLC

By:	/s/ Vinode Ramgopal
Name:	Vinode Ramgopal
Title:	Member

Dated: February 19, 2025

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