Filing Analysis
AtlasClear Holdings, Inc. announced that stockholders approved an amendment to the 2024 Equity Incentive Plan on May 27, 2026. This amendment increases the pool of common stock available for issuance under the plan by 15 million shares.
🚩 Red Flags
- Potential dilution: The addition of 15 million shares to the incentive plan may dilute existing shareholders, depending on the current total shares outstanding.
📋 Key Facts
- Stockholders approved the Plan Amendment on May 27, 2026.
- The amendment increases authorized common stock for issuance under the 2024 Equity Incentive Plan by 15,000,000 shares.
- The amendment was previously approved by the Board of Directors subject to stockholder approval.
- The filing refers to the definitive proxy statement filed on April 30, 2026, for detailed terms.
AtlasClear Holdings, Inc. reported the results of its annual meeting of stockholders held on May 27, 2026. Stockholders approved the election of six directors, an amendment to the 2024 Equity Incentive Plan, and the ratification of Haynie & Company as the independent auditor.
📋 Key Facts
- Annual meeting held on May 27, 2026.
- Quorum was established with 59,305,797 shares represented (approx. 39.4% of 150,337,774 outstanding shares).
- Six director nominees were elected to serve until the 2027 annual meeting.
- The 2024 Equity Incentive Plan was amended to increase reserved shares by 15,000,000.
- Haynie & Company was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2026.
AtlasClear Holdings, Inc. announced its financial results for the fiscal quarter and nine months ended March 31, 2026, via a press release on May 13, 2026.
📋 Key Facts
- The company reported financial results for the fiscal quarter and nine months ended March 31, 2026.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the results was attached as Exhibit 99.1.
AtlasClear Holdings filed a supplement to its proxy statement to correct quorum requirements and clarify a massive proposed increase to its 2024 Equity Incentive Plan. The company seeks to increase the plan's share reserve by 15,000,000 shares, representing a significant expansion from the current 590,046 shares available.
🚩 Red Flags
- Massive potential dilution: The requested 15,000,000 share increase is approximately 26 times the current plan size.
- History of a significant 1-for-60 reverse stock split on December 31, 2024.
- Low quorum requirement of 33.3% may facilitate the passage of dilutive proposals with limited shareholder participation.
- Correction of proxy disclosures suggests potential administrative or legal oversight in original filings.
📋 Key Facts
- The Annual Meeting of stockholders is scheduled for May 27, 2026.
- The company corrected the quorum requirement to 33.3% of the voting power of issued and outstanding shares.
- A 1-for-60 reverse stock split was previously effected on December 31, 2024.
- The 2024 Equity Incentive Plan currently has 590,046 shares authorized and available for issuance.
- Proposal 2 seeks to increase the shares reserved under the Plan by 15,000,000, bringing the total to 15,590,046 shares.
- No shares have been issued under the Plan since its adoption in February 2024.
AtlasClear Holdings, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter ended December 31, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Reporting period: Fiscal quarter ended December 31, 2025.
- Filing date: February 13, 2026.
- The company is an emerging growth company.
AtlasClear Holdings, Inc. has entered into a definitive agreement to acquire Commercial Bancorp, which owns Farmers State Bank. The transaction involves a complex consideration structure including cash and common stock based on adjusted book value, premises value, and NOL tax benefits.
🚩 Red Flags
- Highly complex and non-standard valuation formula (ABV + Premises + NOL benefits) increases transaction risk.
- The acquisition is subject to a resale registration statement being declared effective by the SEC, which is a significant dependency for closing.
- Significant dilution potential due to the issuance of common stock as consideration at a low share price ($0.23).
- Previous merger agreement with an unnamed entity had expired, indicating prior failed M&A attempts.
📋 Key Facts
- Agreement dated February 5, 2026, to acquire all outstanding shares of Commercial Bancorp.
- Commercial Bancorp owns Farmers State Bank (a Wyoming state-chartered member bank).
- Consideration includes a combination of cash and common stock; sellers have three election options regarding the mix of payment.
- The valuation is based on Adjusted Book Value (ABV), value of physical premises, and Net Operating Loss (NOL) tax benefits.
- An earnest money deposit of $100,000 is required within two business days of execution.
- Common stock used for consideration was valued at $0.23 per share as of the agreement date.
AtlasClear Holdings, Inc. issued an 8-K to announce the financial results of its wholly owned subsidiary, Wilson-Davis & Co., Inc., for the month ended October 31, 2025.
📋 Key Facts
- The filing relates to the financial performance of a subsidiary (Wilson-Davis & Co., Inc.) rather than the parent company directly.
- Reporting period: Month ended October 31, 2025.
- The information was furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 of the Exchange Act.
AtlasClear Holdings, Inc. has filed an 8-K to announce its financial results for the fiscal quarter ended September 30, 2025. The filing serves as a formal notification of the release of quarterly earnings data.
📋 Key Facts
- Report date: November 14, 2025
- Reporting period: Fiscal quarter ended September 30, 2025
- The company is an 'emerging growth company' as defined by the SEC
- Financial results were released via a press release (Exhibit 99.1)
AtlasClear Holdings, Inc. issued a press release regarding the financial results of its wholly owned subsidiary, Wilson-Davis & Co., Inc., for the three months ended September 30, 2025.
📋 Key Facts
- Reporting date: October 27, 2025
- Subject matter: Financial results for subsidiary Wilson-Davis & Co., Inc.
- Period covered: Three months ended September 30, 2025
- The information is furnished under Item 2.02 and not 'filed' for purposes of Section 18 of the Exchange Act.
AtlasClear Holdings, Inc. has entered into a massive $10M+ debt restructuring and equity financing involving Funicular Funds, LP and other institutional investors. The transaction includes a highly dilutive convertible note and the issuance of units with warrants at significant discounts to current market value.
🚩 Red Flags
- Highly dilutive financing: The conversion feature and warrants at prices ($0.60/$0.75) likely below current market value (implied by the discount).
- Death Spiral potential: The note allows for interest to be paid in-kind, increasing principal, and includes anti-dilution adjustments.
- Significant Related-Party Transaction: $500,000 of Units were purchased by Sixth Borough Capital Fund, LP, controlled by Robert D. Keyser, Jr., who is a member of the Company's Board and CEO of the Placement Agent (Dawson James Securities).
- Heavy encumbrance: The note is secured by 'substantially all' assets of the company.
- Liquidated damages clauses in both the Warrants and Registration Rights Agreement if the company fails to deliver shares or meet registration timelines.
📋 Key Facts
- Amended and restated secured convertible promissory note issued to Funicular Funds, LP for $10,097,782 (includes $97,782 from original principal).
- Note maturity date is October 8, 2030 with an interest rate of 11% per annum.
- Interest can be paid in-kind by increasing the principal amount at the Company's discretion.
- Conversion price for the note is initially set at $0.75 per share.
- Equity financing via 'Units' (one share + one warrant) sold at $0.60 per Unit.
- Warrants have an initial exercise price of $0.75 and are exercisable on a cash or cashless basis.
- The note is secured by substantially all existing and future assets of the Company and its subsidiaries.
AtlasClear Holdings, Inc. filed an 8-K to announce its financial results for the three months and fiscal year ended June 30, 2025. The filing serves as a formal announcement of quarterly and annual performance via a press release.
📋 Key Facts
- Report date: September 29, 2025
- Reporting period covered: Three months and fiscal year ended June 30, 2025
- The company is an emerging growth company
- Results were released via press release (Exhibit 99.1)
AtlasClear Holdings entered into agreements to issue $2.4 million in convertible promissory notes with a 20% original issue discount (OID) via private placement. The filing also details significant new employment agreements and compensation packages for key executives, including the appointment of a new CFO/General Counsel who is also a major purchaser of the debt.
🚩 Red Flags
- High-cost financing: 20% original issue discount (OID) on convertible notes is highly dilutive to existing shareholders.
- Related-party transactions: A Board member (Sandip Patel) and an entity controlled by a Board member/Placement Agent CEO are significant purchasers of the debt.
- Potential conflict of interest: The Placement Agent's CEO has a direct financial interest in the debt issuance via his controlled fund.
- Significant executive compensation: Large cash signing bonuses ($250k-$300k) and performance-based equity tranches at specific price targets.
📋 Key Facts
- Issued $2,400,000 in additional convertible promissory notes via private placement on September 19 and 23, 2025.
- Notes carry a 20% original issue discount (OID), resulting in a gross purchase price of $2,000,000.
- Sandip Patel (Board member/new CFO) purchased $1,000,000 of the additional Notes.
- Sixth Borough Capital Fund, LP (controlled by CEO of Placement Agent and Board member Robert D. Keyser, Jr.) purchased $450,000 of the Notes.
- Dawson James Securities, Inc. acting as placement agent with a 5% fee on gross proceeds.
- New employment agreements for John Schaible (Executive Chairman) and Craig Ridenhour (President) include signing bonuses up to $300,000 and significant equity tranches.
- Sandip Patel appointed as General Counsel and CFO with a $250,000 cash signing bonus.
AtlasClear Holdings, Inc. entered into securities purchase agreements to issue $3.6 million in convertible promissory notes with a 20% original issue discount (OID). The offering includes significant related-party involvement and potential dilution for existing shareholders.
🚩 Red Flags
- Related-party transaction: $600,000 of the notes are being purchased by an entity controlled by Robert D. Keyser, Jr., who is a Board Member and CEO of the Placement Agent.
- High cost of capital: The 20% original issue discount (OID) represents expensive financing for a micro-cap company.
- Potential dilution: Convertible notes allow investors to convert debt into equity at the price of the next Qualified Financing, which can lead to significant dilution of current shareholders.
📋 Key Facts
- Aggregate principal amount of initial Notes: $3,600,000.
- Gross purchase price: $3,000,000 (reflecting a 20% original issue discount).
- Notes are non-interest bearing and mature in six months or upon a 'Qualified Financing' ($10M+ raise).
- The Company may issue up to an additional $2,400,000 in Notes.
- Dawson James Securities, Inc. is acting as the placement agent (5% fee).
- Sixth Borough Capital Fund, LP is purchasing $600,000 of the principal amount.
AtlasClear Holdings, Inc. announced the resignation of board member Mark Smith and the subsequent appointment of Robert D. Keyser to the Board and Audit Committee.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Mark Smith resigned from the Board of Directors effective August 4, 2025.
- The Company stated Mr. Smith's resignation was not due to any disagreements regarding operations, policies, or practices.
- Robert D. Keyser was appointed to the Board on August 7, 2025, to fill the vacancy.
- Mr. Keyser has also been appointed to the Audit Committee.
- Compensation for Mr. Keyser will be consistent with non-employee director compensation.
AtlasClear Holdings, Inc. reported a significant conversion of convertible debt into equity by Chardan Capital Markets LLC. This resulted in the issuance of 6,244,125 shares of common stock as of March 11, 2025.
🚩 Red Flags
- Significant dilution: The issuance of over 6.2 million shares via debt conversion suggests substantial dilution for existing shareholders.
- Convertible debt overhang: The conversion of $4.1M in debt indicates the company is using equity to satisfy obligations rather than cash, a common sign of liquidity constraints.
📋 Key Facts
- Chardan Capital Markets LLC converted at least $4.1 million of outstanding convertible debt into equity.
- The conversion resulted in 6,244,125 shares of common stock issued and outstanding as of March 11, 2025.
- The conversion activity has been ongoing since February 2025.
AtlasClear Holdings, Inc. announced the resignation of Robert McBey from the Board of Directors, effective January 3, 2025. The company stated that the resignation was not due to any disagreements regarding operations, policies, or practices.
📋 Key Facts
- Robert McBey resigned as a director on January 3, 2025.
- The resignation is effective immediately as of the reported date.
- The company explicitly stated there were no disagreements related to operations, policies, or practices.
AtlasClear Holdings, Inc. entered into a massive $40 million convertible promissory note agreement with Hanire, LLC and executed a 1-for-60 reverse stock split. The filing also details the results of a special meeting where several major share issuances were approved, but the proposed reverse stock split was rejected.
🚩 Red Flags
- Extremely aggressive dilution: A 1-for-60 reverse split combined with a $40M convertible note with a deep discount (60% of VWAP).
- High interest rate: The Note carries a 12.0% per annum simple interest rate.
- Massive authorized share increase: Increased common stock from 100 million to 500 million shares.
- Complex debt structure: Tranche-based funding tied to specific milestones (settling Wilson-Davis, positive net income, and regulatory approval for Commercial Bancorp of Wyoming).
- Failed vote: The Reverse Stock Split Proposal was not approved by shareholders, despite the company having already implemented a 1-for-60 split.
📋 Key Facts
- Entered into a securities purchase agreement with Hanire, LLC for up to 333,333 shares at $15.00 per share (post-split price).
- Issued a convertible promissory note to Hanire, LLC with a principal amount of up to $40 million.
- The Note features a conversion rate equal to 60% of the 20-consecutive trading day VWAP.
- Executed a 1-for-60 reverse stock split effective December 31, 2024.
- Stockholders approved multiple large share issuances (Wilson-Davis, Chardan, Funicular, Winston & Strawn, and Tau) which exceed the 19.99% threshold.
- The Reverse Stock Split Proposal was rejected by stockholders at the special meeting.
AtlasClear Holdings, Inc. announced the resignation of its Chief Financial Officer, Richard Barber, effective December 19, 2024. Additionally, the Board approved an amendment to the company's bylaws to significantly lower the quorum requirement for stockholder meetings.
🚩 Red Flags
- Sudden departure of the Chief Financial Officer (CFO) can sometimes signal internal friction or disagreements over financial reporting/controls.
- Reduction of quorum requirements to a low threshold (33.3%) is often used by companies with low shareholder turnout, but it also makes the company more susceptible to hostile actions or rapid changes in control with minimal participation.
📋 Key Facts
- Richard Barber resigned as CFO on December 19, 2024.
- The Company has initiated a search for a successor to the CFO position.
- Bylaws Amendment: Quorum requirement for stockholder meetings reduced from a majority of voting power to 33.3% of voting power.
- Effective date of Bylaws Amendment: December 19, 2024.
AtlasClear Holdings, Inc. has removed its CEO, Robert McBey, from both the parent company and its wholly owned subsidiary, Wilson-Davis Co., Inc. (WDCO), effective December 10, 2024.
🚩 Red Flags
- Sudden removal of a Chief Executive Officer from both the parent company and its primary subsidiary.
- Leadership instability within the executive suite.
📋 Key Facts
- Robert McBey was removed as CEO of AtlasClear Holdings, Inc. on December 10, 2024.
- Robert McBey was also removed as CEO of subsidiary Wilson-Davis Co., Inc. (WDCO) on December 10, 2024.
- Jeff Sime appointed as the new CEO of WDCO, effective December 16, 2024.
- Jeff Sime previously served as President and CEO of Embed Financial Technologies Inc. and President of COR Clearing LLC.
AtlasClear Holdings, Inc. has successfully passed multiple reverse stock split proposals (ranging from 1-for-30 to 1-for-60) and an authorized share increase at a special meeting on October 21, 2024. Additionally, the company settled a claim with Chardan Capital Markets by exchanging a $4.15M interest-bearing note for a larger $5.21M non-interest bearing convertible note.
🚩 Red Flags
- Multiple reverse stock split proposals approved (classic sign of attempting to maintain exchange listing or combat low share price).
- Significant increase in debt principal ($4.15M increased to $5.21M) through the settlement.
- High-interest penalty clause (up to 19.99% p.a.) if registration statements are not made effective by March 31, 2025.
- Massive increase in authorized shares (from 100M to 500M) which facilitates significant future dilution.
📋 Key Facts
- Stockholders approved several reverse split options: 1-for-30, 1-for-40, 1-for-50, and 1-for-60 splits.
- The Board of Directors has discretion to implement or abandon the split by October 25, 2025.
- Settled a claim with Chardan Capital Markets via an amended non-interest bearing convertible note totaling $5,209,764.
- Chardan Amended Note includes a penalty interest rate of up to 19.99% if registration rights are not met by March 31, 2025.
- Authorized share increase: Common Stock from 100M to 500M shares; Preferred Stock from 1M to 25M shares.
AtlasClear Holdings, Inc. announced the appointment of Mark S. Smith as an independent director to fill a vacancy created by the resignations of Steven Carlson and James Tabacchi. Mr. Smith will serve on the audit, compensation, and nominating/governance committees.
🚩 Red Flags
- Multiple director departures (Steven Carlson and James Tabacchi) leading to board vacancies.
📋 Key Facts
- Mark S. Smith appointed as independent director effective September 23, 2024.
- Appointment fills vacancies left by resignations of Steven Carlson and James Tabacchi.
- Mr. Smith will serve on the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
- Mr. Smith is described as a FinTech innovator with over 30 years of experience.
AtlasClear Holdings, Inc. announced the resignation of two directors, Steven Carlson and James Tabacchi, effective August 28, 2024.
📋 Key Facts
- Steven Carlson resigned as a director on August 28, 2024.
- James Tabacchi resigned as a director on August 28, 2024.
- The company stated the resignations were not due to any disagreements regarding operations, policies, or practices.
AtlasClear Holdings, Inc. has announced a change to its fiscal year end, moving from December 31 to June 30. This change necessitates the filing of a Transition Report on Form 10-K for the six-month period ending June 30, 2024.
📋 Key Facts
- Effective date of change: August 9, 2024
- New fiscal year end: June 30
- Old fiscal year end: December 31
- Transition period: January 1, 2024, to June 30, 2024
AtlasClear Holdings, Inc. entered into an At-The-Market (ATM) equity line of credit agreement with Tau Investment Partners LLC on July 31, 2024.
🚩 Red Flags
- Potential significant dilution to existing shareholders due to the $10 million aggregate limit and the 10,000,000 share registration.
- The pricing mechanism (97% of lowest VWAP) is highly dilutive for the issuer.
📋 Key Facts
- Entered into an ELOC Agreement with Tau Investment Partners LLC on July 31, 2024.
- The agreement allows the Company to sell up to $10 million in common stock over a 24-month term.
- Shares will be priced at 97% of the lowest volume weighted average price (VWAP) over three consecutive trading days following notice.
- Individual advances are capped at the greater of 100,000 shares or 50% of the 30-day average daily volume.
- The Company will file a registration statement for the resale of at least 10,000,000 shares.
AtlasClear Holdings, Inc. announced it will delay registering shares issuable under a $4.15 million convertible note due to pending arbitration between its sponsor and Chardan Capital Markets, LLC. Additionally, the company issued 145,210 shares to cover quarterly interest payments on Seller Notes related to its business combination.
🚩 Red Flags
- Legal/Arbitration dispute between the company's sponsor (Quantum Ventures LLC) and a noteholder (Chardan Capital Markets).
- Inability to register shares for conversion of debt due to legal conflict, which may impact liquidity or future capital structure stability.
- Issuance of common stock to settle interest payments on debt (Seller Notes), indicating potential cash flow constraints.
📋 Key Facts
- Company will not register unregistered shares issuable under the $4.15M Chardan Note until a pending arbitration is resolved.
- The Chardan Note was entered into on February 9, 2024, as settlement for fees payable by Quantum FinTech Acquisition Corporation.
- Quantum Ventures LLC (primary sponsor) filed a claim against Chardan Capital Markets, LLC with FINRA Dispute Resolution Services on March 22, 2024.
- The company issued 145,210 shares of common stock to the sellers of Wilson-Davis & Co. Inc. on April 8, 2024, to cover the first quarterly interest payment on Seller Notes.
AtlasClear Holdings, Inc. filed an amendment to its February 2024 8-K to include unaudited financial statements and pro forma information related to the acquisition of Wilson-Davis & Co., Inc.
🚩 Red Flags
- The filing is an amendment to a previous report, indicating the initial disclosure was incomplete or required supplementary data (common in rapid M&A activity).
📋 Key Facts
- Amendment (8-K/A) provides unaudited consolidated financial statements for Wilson-Davis & Co., Inc. as of September 30, 2023.
- Includes Management’s Discussion and Analysis (MD&A) for the acquired entity (Wilson-Davis).
- Provides unaudited pro forma condensed combined financial information for AtlasClear Holdings, Inc. as of September 30, 2023.
AtlasClear Holdings, Inc. has dismissed its independent auditor, Marcum LLP, and appointed Haynie & Company as its new auditing firm effective February 15, 2024. The filing notes that the previous auditor's reports included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
🚩 Red Flags
- Going concern language: Previous reports contained substantial doubt about the company's ability to continue as a going concern.
- Material weaknesses: Historical identification of material weaknesses in internal controls over financial reporting (ICFR).
- Auditor change following business combination/integration period.
📋 Key Facts
- Marcum LLP was dismissed as the independent registered public accounting firm effective February 15, 2024.
- Haynie & Company has been appointed to audit consolidated financial statements for the year ended December 31, 2023, and for the year ending December 31, 2024.
- The previous auditor (Marcum) issued reports containing an explanatory paragraph regarding 'substantial doubt about Quantum’s ability to continue as a going concern.'
- The company previously identified material weaknesses in its internal controls over financial reporting for several periods between Oct 2020 and Sept 2023.
- No disagreements on accounting principles or auditing scope were reported with the outgoing auditor.
AtlasClear Holdings, Inc. (formerly Calculator New Pubco, Inc.) consummated a business combination on February 9, 2024, involving the acquisition of AtlasClear, Inc. and Wilson-Davis & Co., Inc. The transaction included significant debt issuance via convertible promissory notes to fund the acquisition.
🚩 Red Flags
- High-interest convertible debt used to fund acquisitions ($6M Funicular Note at 12.5%; Wilson-Davis notes up to 13%).
- Significant dilution risk from multiple layers of convertible notes and earn-out shares (up to 5.94M Earn Out Shares and $20M in Software Products Earn Out Shares).
- Short-term debt obligations: $5 million note due within 90 days of closing.
- Complex related-party transfers involving the Sponsor transferring Founder Shares to sellers.
📋 Key Facts
- Consummated business combination on February 9, 2024, changing name from Calculator New Pubco, Inc. to AtlasClear Holdings, Inc.
- Acquired broker-dealer Wilson-Davis & Co., Inc. through a modified purchase price structure involving $8 million cash and convertible promissory notes.
- Issued Short-Term Notes ($5M) due 90 days post-closing at 9% interest; Long-Term Notes ($7.971M) due 24 months post-closing at 13% interest.
- Raised $6 million via a secured convertible promissory note from Funicular Funds, LP (Funicular Note) maturing November 9, 2025, with 12.5% interest.
- Total shares of Common Stock issued and outstanding as of Closing Date: 11,781,759 shares.
- Redemptions occurred for approximately $53.9 million (4,940,885 shares) at $10.92 per share.