AtlasClear Holdings Enters Material Agreement, Reports Equity Sales

TL;DR

AtlasClear Holdings inked a new deal, sold some stock, and has other news - check the 8-K!

AI Summary

On October 8, 2025, AtlasClear Holdings, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities and other events. This filing follows a name change from Calculator New Pubco, Inc. on January 20, 2023.

Why It Matters

This filing indicates new financial commitments and equity transactions for AtlasClear Holdings, Inc., which could impact its financial structure and shareholder base.

Risk Assessment

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

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Registrant
• Calculator New Pubco, Inc. (company) — Former company name
• October 8, 2025 (date) — Date of earliest event reported
• 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
• $6,000,000 — 24, in the original principal amount of $6,000,000 (the "Original Note"). Pursuant to the
• $10,000,000 — d to Funicular, for a purchase price of $10,000,000, an amended and restated convertible pr
• $10,097,782 — rincipal amount of the Restated Note is $10,097,782, consisting of the $10,000,000 purchase
• $97,782 — of the $10,000,000 purchase price plus $97,782 in remaining outstanding principal unde
• $0.75 — time at an initial conversion price of $0.75 per share (the "Conversion Price"). The
• $0.60 — ach, a "Unit"), for a purchase price of $0.60 per Unit. Each Unit consists of one sha
• $50,000 — uity SPA), each Investor that purchases $50,000 or more of Units will have the right to
• $500,000 — t Agent's expenses (subject to a cap). $500,000 of the Units sold pursuant to the Secur

Filing Documents

• tm2528647d1_8k.htm (8-K) — 41KB
• tm2528647d1_ex4-1.htm (EX-4.1) — 115KB
• tm2528647d1_ex10-1.htm (EX-10.1) — 133KB
• tm2528647d1_ex10-2.htm (EX-10.2) — 179KB
• tm2528647d1_ex10-3.htm (EX-10.3) — 241KB
• tm2528647d1_ex10-4.htm (EX-10.4) — 138KB
• tm2528647d1_ex99-1.htm (EX-99.1) — 14KB
• 0001104659-25-099278.txt ( ) — 1237KB
• atch-20251008.xsd (EX-101.SCH) — 3KB
• atch-20251008_lab.xml (EX-101.LAB) — 33KB
• atch-20251008_pre.xml (EX-101.PRE) — 22KB
• tm2528647d1_8k_htm.xml (XML) — 4KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement. Convertible Note Financing On October 8, 2025, AtlasClear Holdings, Inc. (the "Company") entered into an amended and restated securities purchase agreement (the "Restated SPA") with Funicular Funds, LP, a Delaware limited partnership ("Funicular"), which amended and restated in its entirety the securities purchase agreement, dated February 9, 2024, pursuant to which the Company had issued and sold to Funicular, in a private placement, a secured convertible promissory note, dated February 9, 2024, in the original principal amount of $6,000,000 (the "Original Note"). Pursuant to the Restated SPA, the Company issued and sold to Funicular, for a purchase price of $10,000,000, an amended and restated convertible promissory note, dated October 8, 2025 (the "Restated Note"), which amends and restates the Original Note in its entirety. The principal amount of the Restated Note is $10,097,782, consisting of the $10,000,000 purchase price plus $97,782 in remaining outstanding principal under the Original Note. The Restated Note has a stated maturity date of October 8, 2030. Interest accrues at a rate per annum equal to 11%, and is payable semi-annually on each June 30 and December 31. On each interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind by increasing the principal amount of the Restated Note. In the event of an Event of Default (as defined in the Restated Note), in addition to Funicular's other rights and remedies, the interest rate would increase to 14% per annum. The Restated Note is convertible, in whole or in part, into shares of the Company's common stock at the election of the holder at any time at an initial conversion price of $0.75 per share (the "Conversion Price"). The Conversion Price is subject to adjustment if the Company issues or is deemed to issue shares of common stock at a price below then

03 Creation of a Direct Financial Obligation or an Obligation

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 October 9, 2025, the Company issued a press release announcing, among other things, the transactions described above. 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 4.1 Form of Warrant to Purchase Common Stock. 10.1 Amended and Restated Securities Purchase Agreement dated October 8, 2025. 10.2 Amended and Restated Secured Convertible Promissory Note dated October 8, 2025. 10.3 Securities Purchase Agreement dated October 8, 2025. 10.4 Registration Rights Agreement. 99.1 Press release dated October 9, 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: October 14, 2025 /s/ John Schaible Name: John Schaible Title: Executive Chairman

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View this 8-K filing on SEC EDGAR