AtlasClear Holdings, Inc 8-K, filed Sep 16, 2026
AtlasClear Holdings, Inc. (ATCH)
About this 8-K
AtlasClear Holdings, Inc filed this 8-K on September 16, 2026, reporting on events of September 11, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Definitive Material Agreement. |
On September 11, 2026, AtlasClear Holdings, Inc. (the “Company”) and Sixth Borough Capital Fund, LP (the “Holder”) entered into Amendment No. 1 to Debenture Agreement (the “Amendment”). The Amendment amends the Debenture Agreement, dated August 4, 2025 (the “Debenture”), between the Company and the Holder, pursuant to which the Company borrowed the principal amount of $500,000 from the Holder to extend the maturity date of the Debenture from August 3, 2026 to February 3, 2027, subject to accelerated repayment under certain circumstances. The Holder is an entity controlled by Robert D. Keyser, Jr., a member of the Company’s board of directors.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Debenture Agreement between the Registrant and Sixth Borough Capital Fund, LP, dated September 11, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLASCLEAR HOLDINGS, INC. | ||
| Date: September 15, 2026 | /s/ Sandip Patel | |
| Name: | Sandip Patel | |
| Title: | Chief Financial Officer and General Counsel | |
Exhibit 10.1
AMENDMENT NO. 1
TO
DEBENTURE AGREEMENT
This AMENDMENT NO. 1 TO DEBENTURE AGREEMENT (this “Amendment”) is made and entered into as of September 11, 2026, by and between AtlasClear Holdings, Inc., a Delaware corporation (the “Company”), and Sixth Borough Capital Fund, LP (the “Holder” and, together with the Company, the “Parties”).
RECITALS
A. The Parties are party to that certain Debenture Agreement, dated August 4, 2025 (the “Debenture”), pursuant to which the Company agreed to pay the Holder the principal amount of $500,000.
B. The Parties now desire to modify the Debenture as set forth in this Amendment.
NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), intending to be legally bound, the Parties agree as follows:
1. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Debenture.
2. The Maturity Date of the Debenture is hereby extended from August 3, 2026 to February 3, 2027.
3. Section 2.4 of the Debenture is hereby deleted in its entirety and replaced with the following:
“Section 2.4 Accelerated Repayments in the Event of a Subsequent Financing by a Third Party.
If, at any time after Closing, the Company receives financing from any third party, 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 until such time as the Face Amount of the Debenture has been paid in full. Such payment obligation shall also pertain to any assets sold, transferred or disposed of by the Company. The Company agrees to pay one hundred percent (100%) of any proceeds raised by the Company toward the accelerated repayment of the Debenture with Interest until such time as the Face Amount of the Debenture has been paid in full. The accelerated Repayment shall be made to the Holder upon the Company’s receipt of the financing. Failure to do so will result in an Event of Default as set forth herein.”
4. The Holder hereby waives any Event of Default that would otherwise have arisen from (a) the failure by the Company to make any payment due under the Debenture prior to the date hereof or (b) the failure by the Company to comply with Section 2.4 of the Debenture on account of any financing completed prior to the date hereof.
5. Except as otherwise specifically set forth in this Amendment, all provisions of the Debenture shall remain in full force and effect.
6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[signature page follows]
IN WITNESS WHEREOF, the Company and the Holder have duly executed this Amendment, as of the date first above written.
| ATLASCLEAR HOLDINGS, INC. | SIXTH BOROUGH CAPITAL FUND, LP | |||
| By | /s/ John Schaible | By | /s/ Robert D. Keyser, Jr. | |
| Name: | John Schaible | Name: | Robert D. Keyser, Jr. | |
| Title: | Executive Chairman | Title: | President | |
| 2 |