AtlasClear Holdings Reports Material Agreements & Equity Sales

TL;DR

AtlasClear filed an 8-K detailing new debt, equity sales, and exec changes from Sept 19.

AI Summary

AtlasClear Holdings, Inc. filed an 8-K on September 25, 2025, reporting on several key events that occurred on September 19, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The company was formerly known as Calculator New Pubco, Inc. and changed its name on January 20, 2023.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves 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
• September 19, 2025 (date) — Date of earliest event reported
• September 25, 2025 (date) — Date of report
• January 20, 2023 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share ATCH NYSE American LLC
• $2,400,000 — dditional aggregate principal amount of $2,400,000, for a gross additional purchase price
• $2,000,000 — or a gross additional purchase price of $2,000,000, reflecting a 20% original issue discou
• $1,000,000 — t Agent's expenses (subject to a cap). $1,000,000 of the aggregate principal amount of th
• $450,000 — executive officer of the Company), and $450,000 of the aggregate principal amount of th
• $400,000 — eceive an initial annual base salary of $400,000, subject to review at least annually an
• $500,000 — t annually and increase to $450,000 and $500,000 in the second and third years of the te
• $300,000 — ve (i) a one-time cash signing bonus of $300,000, of which one-third is payable immediat
• $5 million — nimum qualified cumulative financing of $5 million or (b) one-third at the end of the four
• $0 — 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74. Und
• $1 — volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74. Under each
• $1.49 — ed average prices: $0.75, $1.00, $1.24, $1.49 and $1.74. Under each of the Schaible
• $1.74 — prices: $0.75, $1.00, $1.24, $1.49 and $1.74. Under each of the Schaible Employment
• $350,000 — eceive an initial annual base salary of $350,000, subject to review at least annually an
• $250,000 — eceive a one-time cash signing bonus of $250,000, of which one-third is payable immediat

Filing Documents

• tm2526929d1_8k.htm (8-K) — 47KB
• tm2526929d1_ex10-3.htm (EX-10.3) — 161KB
• tm2526929d1_ex10-4.htm (EX-10.4) — 10KB
• tm2526929d1_ex10-5.htm (EX-10.5) — 16KB
• tm2526929d1_ex10-6.htm (EX-10.6) — 150KB
• tm2526929d1_ex10-7.htm (EX-10.7) — 10KB
• tm2526929d1_ex10-8.htm (EX-10.8) — 16KB
• tm2526929d1_ex10-9.htm (EX-10.9) — 150KB
• 0001104659-25-093393.txt ( ) — 844KB
• atch-20250919.xsd (EX-101.SCH) — 3KB
• atch-20250919_lab.xml (EX-101.LAB) — 33KB
• atch-20250919_pre.xml (EX-101.PRE) — 22KB
• tm2526929d1_8k_htm.xml (XML) — 4KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement. On September 19 and September 23, 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, additional convertible promissory notes (each, a "Note" and collectively, the "Notes"), as part of the same financing disclosed in the Company's Current Report on Form 8-K filed on September 17, 2025 (the "Prior 8-K"), for an additional aggregate principal amount of $2,400,000, for a gross additional purchase price of $2,000,000, reflecting a 20% original issue discount, before fees and other expenses. The closing of the issuance and sale of the additional Notes occurred on September 23, 2025. The Securities Purchase Agreements and the additional Notes entered into thereunder are in the same respective forms, and contain the same terms, as the forms of securities purchase agreement and convertible promissory notes described in Item 1.01 of the Prior 8-K, which disclosure is incorporated by reference herein. As disclosed in the Prior 8-K, the Company has engaged Dawson James Securities, Inc. as the placement agent (the "Placement Agent") with respect to the offering of the Notes. The Placement Agent is not purchasing or selling any securities offered by the Company, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of securities. The Company agreed to pay the Placement Agent's fees totaling 5% of the aggregate gross proceeds from the sale of the Notes, and to reimburse the Placement Agent's expenses (subject to a cap). $1,000,000 of the aggregate principal amount of the additional Notes sold pursuant to the Securities Purchase Agreements were purchased by Sandip Patel, a member of the Company's board of directors (the "Board") (and, as of September 24, 2025, an

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. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers. On September 19, 2025, the Company entered into employment agreements and amendments to employment agreements with each of John Schaible, the Company's Executive Chairman, and Craig Ridenhour, the Company's President, and on September 24, 2025, the Company entered into second amendments to such agreements with each such officer. The employment agreements with Mr. Schaible and Mr. Ridenhour, as amended by such amendments (as so amended, the "Schaible Employment Agreement" and the "Ridenhour Employment Agreement," respectively) provide for the employment of Mr. Schaible and Mr, Ridenhour as Executive Chairman and President, respectively, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days' prior to the end of the then-current term. Each executive is entitled to receive an initial annual base salary of $400,000, subject to review at least annually and increase to $450,000 and $500,000 in the second and third years of the term, respectively. In addition, each executive is entitled to receive (i) a one-time cash signing bonus of $300,000, of which one-third is payable immediately and the balance is payable upon the ea

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description of Exhibit 10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on September 17, 2025). 10.2 Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on September 17, 2025). 10.3 Employment Agreement with John Schaible, dated September 19, 2025. 10.4 Amendment to Employment Agreement with John Schaible, dated September 19, 2025. 10.5 Amendment No. 2 to Employment Agreement with John Schaible, dated September 24, 2025. 10.6 Employment Agreement with Craig Ridenhour, dated September 19, 2025. 10.7 Amendment to Employment Agreement with Craig Ridenhour, dated September 19, 2025. 10.8 Amendment No. 2 to Employment Agreement with Craig Ridenhour, dated September 24, 2025. 10.9 Employment Agreement with Sandip Patel, dated September 24, 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 25, 2025 /s/ John Schaible Name: John Schaible Title: Executive Chairman

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View this 8-K filing on SEC EDGAR