AtlasClear Holdings, Inc. Files S-1/A Amendment

TL;DR

AtlasClear Holdings, Inc. (FORMERLY Calculator New Pubco, Inc.) filed an S-1/A on 6/14/24. Details on share offerings included.

AI Summary

AtlasClear Holdings, Inc. filed an S-1/A on June 14, 2024, detailing its financial position and offering information. The company, formerly Calculator New Pubco, Inc., is incorporated in Delaware and based in Tampa, Florida. The filing includes details on share offerings, with potential figures like 5,031,250 shares and 410,000 shares mentioned in the context of the offering.

Why It Matters

This S-1/A filing provides updated information for investors regarding AtlasClear Holdings, Inc.'s financial status and potential stock offerings, impacting investment decisions.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is seeking to raise capital or has undergone significant changes, which can introduce investment risk.

Key Numbers

• 5,031,250 — Shares (Potential number of shares in offering)
• 410,000 — Shares (Potential number of shares in offering)

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Filer of the S-1/A
• Calculator New Pubco, Inc. (company) — Former name of AtlasClear Holdings, Inc.
• 5031250 (dollar_amount) — Potential number of shares in offering
• 410000 (dollar_amount) — Potential number of shares in offering
• 20240614 (date) — Filing date of the S-1/A

FAQ

Key Financial Figures

• $0.0001 — 9 shares of our Common Stock, par value $0.0001 per share ("Common Stock") consisting o
• $10.00 — ear Stockholders"), based on a value of $10.00 per share of Common Stock; up to an ag
• $1.00 — ere issued, in each case, at a price of $1.00 per share and 5,565,618 shares of Commo
• $1.19 — ayment (which, as of June 13, 2024, was $1.19 per share) and are also convertible to
• $3.32 — Pacsquare 136,000 shares at a price of $3.32 per share and 200,000 shares at a price
• $1,150,000 — satisfaction of a total cash amount of $1,150,000. Of the remaining purchase price, $950,
• $950,000 — 0,000. Of the remaining purchase price, $950,000 is payable in four monthly installments
• $237,500 — payable in four monthly installments of $237,500 in cash or shares of Common Stock at th
• $2.7 million — suance, as source code is provided; and $2.7 million is payable on a module-by-module basis
• $2.50 — Acquisition Agreement"), at a price of $2.50 per share; 2 Table of Contents 5,0
• $4,150,000 — te in the aggregate principal amount of $4,150,000 (the "Chardan Note") was issued by Atla
• $7,043,750 — atisfaction of payment in the amount of $7,043,750, payable by Quantum to Chardan upon the
• $6,000,000 — (the "Funicular Note") in the amount of $6,000,000 in a private placement. The Funicular N
• $2.00 — ng five-day VWAP, subject to a floor of $2.00 per share (provided that if the Company
• $2 — ate of Quantum, at a price per share of $2.32, in settlement of an aggregate of $4

Filing Documents

• tmb-20240331xs1a.htm (S-1/A) — 5064KB
• tmb-20240331xex23d1.htm (EX-23.1) — 3KB
• tmb-20240331xexfees.htm (EX-FILING FEES) — 66KB
• 0001410578-24-001012.txt ( ) — 19407KB
• tmb-20240331.xsd (EX-101.SCH) — 155KB
• tmb-20240331_cal.xml (EX-101.CAL) — 151KB
• tmb-20240331_def.xml (EX-101.DEF) — 705KB
• tmb-20240331_lab.xml (EX-101.LAB) — 977KB
• tmb-20240331_pre.xml (EX-101.PRE) — 1045KB
• tmb-20240331xs1a_htm.xml (XML) — 2379KB

USE OF PROCEEDS

USE OF PROCEEDS 49 MARKET PRICE OF THE COMMON STOCK AND DIVIDENDS 50 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 51 MANAGEMENT 90 EXECUTIVE AND DIRECTOR COMPENSATION 95

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 96 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 103

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 105 SELLING STOCKHOLDERS 107 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 110 PLAN OF DISTRIBUTION 113 LEGAL MATTERS 115 EXPERTS 115 WHERE YOU CAN FIND ADDITIONAL INFORMATION 115 INDEX TO FINANCIAL STATEMENTS 116 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. 6 Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings through any means described in the section titled "Plan of Distribution." More specific terms of any securities that the Selling Stockholders offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Offered Shares and the terms of the offering. A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should assume that the information appearing in this prospectus or any prospectus suppleme

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