AtlasClear Holdings Reports Material Agreements & Equity Sales

TL;DR

AtlasClear filed an 8-K detailing new deals and stock sales as of year-end 2024.

AI Summary

AtlasClear Holdings, Inc. filed an 8-K on January 8, 2025, reporting events as of December 31, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions, including new agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and matters submitted to a vote, which can introduce uncertainty and potential dilution.

Key Numbers

• 2024-12-31 — Date of Report (Indicates the reporting period for the events described.)
• 20250108 — Filing Date (The date the 8-K was officially submitted to the SEC.)

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Registrant
• Calculator New Pubco, Inc. (company) — Former company name
• 001-41956 (company) — SEC File Number
• 92-2303797 (company) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ATCH NYSE American LLC
• $15.00 — "Common Stock"), at a purchase price of $15.00 per share (after giving effect to the 1
• $40 million — Note") in the principal amount of up to $40 million (plus any amount by which the aggregate
• $5 million — he Investor for the Shares is less than $5 million as a result of the Share Limit, as defi
• $12.5 million — f the Share Limit) at the Closing, (ii) $12.5 million upon the Company securing a settlement
• $7.5 million — principal owners of Wilson-Davis, (iii) $7.5 million at such time as the Company files a qua
• $15.0 million — most recent reporting period, and (iv) $15.0 million at such time as the Company receives ap
• $6 million — te, in the original principal amount of $6 million (the "Secured Note"), and the registrat
• $5,209,764 — te in the aggregate principal amount of $5,209,764, which amount would be in excess of 19.
• $6,000,000 — rtible promissory note in the amount of $6,000,000 in a private placement, which amount wo

Filing Documents

• tm252200d1_8k.htm (8-K) — 62KB
• tm252200d1_ex3-1.htm (EX-3.1) — 5KB
• tm252200d1_ex3-2.htm (EX-3.2) — 6KB
• tm252200d1_ex10-1.htm (EX-10.1) — 218KB
• tm252200d1_ex10-2.htm (EX-10.2) — 141KB
• tm252200d1_ex10-3.htm (EX-10.3) — 92KB
• tm252200d1_ex10-4.htm (EX-10.4) — 29KB
• 0001104659-25-001831.txt ( ) — 842KB
• atch-20241231.xsd (EX-101.SCH) — 3KB
• atch-20241231_lab.xml (EX-101.LAB) — 33KB
• atch-20241231_pre.xml (EX-101.PRE) — 22KB
• tm252200d1_8k_htm.xml (XML) — 4KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement. On December 31, 2024, AtlasClear Holdings, Inc. (the "Company") and Hanire, LLC (the "Investor") entered into a securities purchase agreement (the "Purchase Agreement") for the purchase and sale, in a private placement, of (i) up to 333,333 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), at a purchase price of $15.00 per share (after giving effect to the 1-for-60 reverse stock split effected by the Company on December 31, 2024), and (ii) a convertible promissory note (the "Note") in the principal amount of up to $40 million (plus any amount by which the aggregate purchase price paid by the Investor for the Shares is less than $5 million as a result of the Share Limit, as defined below). To the extent the number of Shares to be purchased by the Investor at the Closing would cause the Investor to own more than 19.9% of the Company's outstanding voting stock, the number of Shares will be reduced such that the number of Shares is equal to 19.9% of the total outstanding voting stock (the "Share Limit"). The consummation of the issuance and sale of the Shares and the Note (the "Closing") is to occur at such time as agreed to by the Company and the Investor on or before January 31, 2025 (subject to extension by up to 15 days by the Investor), subject to customary closing conditions. The Note will provide for the Investor to loan funds, up to the aggregate maximum principal amount of the Note, in tranches, as follows: (i) $5 million (plus any amount by which the aggregate purchase price paid by the Investor for the Shares is less than $5 million as a result of the Share Limit) at the Closing, (ii) $12.5 million upon the Company securing a settlement of amounts outstanding to the principal owners of Wilson-Davis, (iii) $7.5 million at such time as the Company files a quarterly report on Form 10-Q or annual report on Form 10-K that shows that the Company has achieved po

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement and the issuance of the Securities is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 31, 2024, the Company held a special meeting of stockholders (the "Special Meeting") in connection with the Wilson-Davis Stock Issuance Proposal, Chardan Stock Issuance Proposal, Funicular Stock Issuance Proposal, Winston & Strawn Stock Issuance Proposal, Tau Stock Issuance Proposal, Reverse Stock Split Proposal, and Equity Incentive Plan Amendment Proposal, each as defined and described in the definitive proxy statement filed by the Company with the SEC on December 19, 2024 (the "Proxy Statement"). On November 22, 2024, the record date for the Special Meeting, there were an aggregate of 23,275,171 shares of Common Stock entitled to be voted at the Special Meeting. At the Special Meeting, 8,898,486 shares of Common Stock, or approximately 38.2% of the shares entitled to vote at the Special Meeting, were represented in person or by proxy. At the Special Meeting, the Company's stockholders approved the Wilson-Davis Stock Issuance Proposal, Chardan Stock Issuance Proposal, Funicular Stock Issuance Proposal, Winston & Strawn Stock Issuance Proposal, Tau Stock Issuance Proposal, and Equity Incentive Plan Amendment Proposal, in each case, as defined and described in greater detail in the Proxy Statement. The Reverse Stock Split Proposal was not approved. Set forth below are the final voting results for each proposal: Wilson-Davis Stock Issuance Proposal The proposal to approve the issuance of up to an aggregate of up to 213,296,850 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), to the sellers of Wilson-Davis & Co., Inc., pursuant to amendments to the Stock Purchase Agreement, dated as of April, 15, 2022, by and among Wilson-Davis, all of its stockholders and the Company, pursuant to which the Company issued short-term convertible promissory notes and long-term convertible promissory notes to the Wilson-Davis Sellers, which amount would be in exce

01. Other Items

Item 8.01. Other Items. On December 30, 2024, the Company filed the Certificate of Amendment to its Amended and Restated Certificate of Incorporation previously approved by the Company's stockholders to increase the number of authorized shares of Common Stock from 100,000,000 shares to 500,000,000 shares and the number of authorized shares of preferred stock, par value $0.0001 per share, from 1,000,000 shares to 25,000,000 shares (the "Authorized Share Increase Amendment"). On December 31, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, previously approved by the Company's stockholders to effect a reclassification and conversion of each outstanding share of Common Stock into one-sixtieth of a share of Common Stock (the "Reverse Stock Split Amendment"). Copies of the Authorized Share Increase Amendment and the Reverse Stock Split Amendment are filed as Exhibits 3.1 and 3.2, respectively.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title or Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc., dated December 30, 2024. 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc., dated December 31, 2024. 10.1 Securities Purchase Agreement, dated December 31, 2024, by and among AtlasClear Holdings, Inc. and Hanire, LLC 10.2 Registration Rights Agreement, dated December 31, 2024, by and among AtlasClear Holdings, Inc. and Hanire, LLC 10.3 Convertible Promissory Note, dated December 31, 2024, by and between AtlasClear Holdings, Inc. and Hanire, LLC 10.4 Amendment, Waiver and Consent by and between AtlasClear Holdings, Inc. and Funicular Funds, LP 104 Cover Page Interactive Data File (embedded within the Inline XBRL). 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: January 7, 2025 /s/ John Schaible Name: John Schaible Title: Executive Chairman

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View this 8-K filing on SEC EDGAR