AtlasClear Holdings, Inc. Files for IPO

TL;DR

AtlasClear Holdings, Inc. (formerly Calculator New Pubco) is filing for IPO, get ready.

AI Summary

AtlasClear Holdings, Inc. filed an S-1 form on December 31, 2024, indicating its intention to go public. The company, formerly known as Calculator New Pubco, Inc. until January 20, 2023, is based in Tampa, Florida. This filing marks a significant step towards its public offering, with details on its financial structure and business operations to be disclosed.

Why It Matters

This S-1 filing signals AtlasClear Holdings, Inc.'s move towards becoming a publicly traded company, which could lead to increased investment and market visibility.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public, which inherently carries market and execution risks.

Key Numbers

• 5031250 — Shares (Appears in the filing, likely related to share structure or offering size.)
• 40681377 — Shares Outstanding (Indicates the total number of shares for the company.)

Key Players & Entities

• AtlasClear Holdings, Inc. (company) — Filer of the S-1 document
• Calculator New Pubco, Inc. (company) — Former name of AtlasClear Holdings, Inc.
• 20241231 (date) — Filing date of the S-1
• 333-284095 (dollar_amount) — SEC file number
• Tampa, FL (company) — Business address of AtlasClear Holdings, Inc.

FAQ

Key Financial Figures

• $0.0001 — 2 shares of our Common Stock, par value $0.0001 per share ("Common Stock") consisting o
• $0.1602 — nt (which, as of December 27, 2024, was $0.1602 per share); 18,782,309 shares of Commo
• $5,209,764 — te in the aggregate principal amount of $5,209,764 (as amended, the "Chardan Note") was is
• $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
• $10.00 — time at an initial conversion price of $10.00 per share (the "Conversion Price"). The
• $2.00 — ng five-day VWAP, subject to a floor of $2.00 per share (provided that if the Company
• $0.20 — t and penalties at a price per share of $0.20; up to 9,956,569 shares of Common Stoc
• $0.2533 — awn Agreement") at a price per share of $0.2533. Pursuant to the Winston Agreement, the
• $2,500,000 — pany may 2 Table of Contents issue $2,500,000 worth of shares of Common Stock as paym
• $833,333 b — ervices, in three equal installments of $833,333 beginning on August 9, 2024; and an aggr
• $0.185 — Acquisition Agreement"), at a price of $0.185 per share. The shares of Common Stock
• $0.1840 — ommon Stock as reported on the NYSE was $0.1840 per share. Investing in our securities
• $1 b — s, generally with annual revenues up to $1 billion, including brokerage firms, hedge
• $5 million — Broker- Dealer Acquisition Agreement by $5 million and reduced the cash payable at the Wil

Filing Documents

• tmb-20240930xs1.htm (S-1) — 5595KB
• tmb-20240930xex3d2.htm (EX-3.2) — 8KB
• tmb-20240930xex23d1.htm (EX-23.1) — 3KB
• tmb-20240930xexfees.htm (EX-FILING FEES) — 50KB
• 0001410578-24-002125.txt ( ) — 29166KB
• tmb-20240930.xsd (EX-101.SCH) — 207KB
• tmb-20240930_cal.xml (EX-101.CAL) — 173KB
• tmb-20240930_def.xml (EX-101.DEF) — 997KB
• tmb-20240930_lab.xml (EX-101.LAB) — 1196KB
• tmb-20240930_pre.xml (EX-101.PRE) — 1504KB
• tmb-20240930xs1_htm.xml (XML) — 5126KB

USE OF PROCEEDS

USE OF PROCEEDS 42 MARKET PRICE OF THE COMMON STOCK AND DIVIDENDS 43 MANAGEMENT 70 EXECUTIVE AND DIRECTOR COMPENSATION 74

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 75 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 82

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 83 SELLING STOCKHOLDERS 86 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 88 PLAN OF DISTRIBUTION 91 LEGAL MATTERS 93 EXPERTS 93 WHERE YOU CAN FIND ADDITIONAL INFORMATION 94 INDEX TO FINANCIAL STATEMENTS F-1 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. 4 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 supplement is a

View Full Filing

View this S-1 filing on SEC EDGAR