AtlasClear Holdings, Inc. Reports Material Agreements and Equity Sales

TL;DR

AtlasClear just dropped an 8-K: new debt, equity sales, and other big moves. Watch this space.

AI Summary

On September 16, 2025, AtlasClear Holdings, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing details unregistered sales of equity securities and other events.

Why It Matters

This filing indicates significant financial and corporate actions by AtlasClear Holdings, Inc., including new obligations and the issuance of equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Registrant
• Calculator New Pubco, Inc. (company) — Former Company Name
• 20230120 (date) — Date of Name Change
• 20250916 (date) — Date of Earliest Event Reported
• 20250917 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share ATCH NYSE American LLC
• $3,600,000 — ") for an aggregate principal amount of $3,600,000, for a gross purchase price of $3,000,0
• $3,000,000 — ,600,000, for a gross purchase price of $3,000,000, reflecting a 20% original issue discou
• $10 m — tock raising gross proceeds of at least $10 million, as defined in the Notes). The No
• $2,400,000 — may issue and sell up to an additional $2,400,000 in aggregate principal amount of the No
• $2,000,000 — r gross proceeds of up to an additional $2,000,000, in one or more closings. Subject to t
• $600,000 — t Agent's expenses (subject to a cap). $600,000 of the aggregate principal amount of th

Filing Documents

• tm2526298d1_8k.htm (8-K) — 34KB
• tm2526298d1_ex10-1.htm (EX-10.1) — 61KB
• tm2526298d1_ex10-2.htm (EX-10.2) — 22KB
• tm2526298d1_ex99-1.htm (EX-99.1) — 17KB
• 0001104659-25-090634.txt ( ) — 330KB
• atch-20250916.xsd (EX-101.SCH) — 3KB
• atch-20250916_lab.xml (EX-101.LAB) — 33KB
• atch-20250916_pre.xml (EX-101.PRE) — 22KB
• tm2526298d1_8k_htm.xml (XML) — 4KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement. On September 16, 2025, AtlasClear Holdings, Inc. (the "Company") entered into separate securities purchase agreements (each, a "Securities Purchase Agreement") with certain institutional investors (each, an "Investor") under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a "Note" and collectively, the "Notes") for an aggregate principal amount of $3,600,000, for a gross purchase price of $3,000,000, reflecting a 20% original issue discount, before fees and other expenses. The Notes do not bear interest, and mature on the earlier of six months from issuance or the date that the Company completes a Qualified Financing (meaning an issuance and sale of capital stock raising gross proceeds of at least $10 million, as defined in the Notes). The Notes may be converted into equity, at each holder's option, at the closing of a Qualified Financing, at the same per share price as the securities sold in the Qualified Financing. The Company intends to use the proceeds from the sale of the Notes for general corporate purposes and working capital. The Notes are subject to customary events of default and related remedies. The initial closing of the issuance and sale of the Notes (the "Closing") is expected to occur on September 17, 2025, subject to customary closing conditions. The Company may issue and sell up to an additional $2,400,000 in aggregate principal amount of the Notes, for gross proceeds of up to an additional $2,000,000, in one or more closings. Agreements, if, during the 12-month period commencing on the date of the Closing, the Company carries out one or more Future Offerings (as defined in the Securities Purchase Agreements), each Investor will have the right to participate in an amount up to 100% of such Investor's investment amount under the Securities Purchase Agreement in any such securities offe

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.

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 Securities Purchase Agreements and the issuance of the Securities is incorporated herein by reference. The Securities sold pursuant to the Securities Purchase Agreements have been offered and sold pursuant to exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.

01 Other Events

Item 8.01 Other Events. On September 17, 2025, the Company issued a press release announcing, among other things, the sale of the Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description of Exhibit 10.1 Form of Securities Purchase Agreement. 10.2 Form of Convertible Promissory Note. 99.1 Press release dated September 17, 2025. 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 17, 2025 /s/ John Schaible Name: John Schaible Title: Executive Chairman

View Full Filing

View this 8-K filing on SEC EDGAR