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AtlasClear Holdings, Inc.

AtlasClear Holdings, Inc. is an American finance services company based in Tampa, listed on NYSE (ATCH).2

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Last updated Oct 21, 2026.

Overview

$20.1MRevenue, fiscal 20263
$2.0MNet income, fiscal 20263

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  • TickerATCH on NYSE2
  • IndustryFinance Services2
  • HeadquartersTampa, United States2
  • Incorporated inDE4
  • Business address2203 Lois Ave., Ste. 814, Tampa, Fl 336074
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCorporation2
  • LEI529900AJBGPB3XKCJH252
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o CORPORATION SERVICE COMPANY, 251 LITTLE FALLS DRIVE, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 70826452

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Holdings is well positioned to provide the “investing-as-a-service” platform these firms may require to develop such offerings.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-48.7%Operating margin3
9.8%Net margin3
84.7%Revenue growth, 20263
9.3%Return on equity3
0.62×Debt to equity3

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Other costs89¢$17.8M
  • Income tax1¢$252.1K
  • Profit10¢$2.0M

Out of $20.1M in revenue.3

Financial statements

Revenue3$20.1M in 2026+85% since 2025
0$10.0M$20.0M$30.0M2025: $10.9M$10.9M20252026: $20.1M$20.1M2026+85%
Operating income63-$9.8M in 2026+223% since 2022
-$10.0M-$7.5M-$5.0M-$2.5M02022: -$3.0M-$3.0M20222023: -$2.7M-$2.7M2023−9%2025: -$4.9M-$4.9M2025+80%2026: -$9.8M-$9.8M2026+99%
Net income63$2.0M in 2026−82% since 2022
0$5.0M$10.0M$15.0M2022: $11.0M$11.0M20222023: $795.0K$795.0K2023−93%2025: $5.8M$5.8M2025+623%2026: $2.0M$2.0M2026−66%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2026-06-302025-06-30
Commissions$9.3M$5.9M
Vetting fees$1.4M$1.5M
Clearing fees$2.1M$3.2M
Stock locate fees$6.8M$287.5K
Net gain/(loss) on firm trading accounts$506.1K$6.6K
Other revenue$64.9K
TOTAL REVENUES$20.1M$10.9M
Compensation, payroll taxes and benefits$11.7M$6.2M
Data processing and clearing costs$5.7M$2.1M
Regulatory, professional fees and related expenses$4.9M$4.1M
Stock compensation$3.6M
Communications$867.5K$650.6K
Occupancy and equipment$235.0K$211.3K
Transfer fees$158.8K$210.4K
Bank charges$235.4K$223.9K
Bad debt$54.5K$398.8K
Intangible assets amortization$1.4M$1.4M
Other$955.2K$324.4K
TOTAL EXPENSES$29.8M$15.8M
LOSS FROM OPERATIONS-$9.8M-$4.9M
Interest income$1.8M$2.0M
Change in fair value of warrant liability derivative$1.7M$184.6K
Change in fair value of convertible note derivative$382.2K$4.0M
Change in fair value of long-term and short-term note derivative$103.2K$12.4M
Change in fair value of contingent guarantee-$839.8K
Change in fair value of secured convertible note-$306.1K
Change in fair value of merger financing$63.7K$49.3K
Change in fair value of earnout liability$11.1M$929.0K
Change in fair value of Winston & Strawn agreement$1.8M-$64.3K
Change in fair value of debenture derivative$99.7K
Change in fair value of stock payable$232.8K
Change in fair value of Tau agreement$334.5K-$357.4K
Loss on settlement on Winston & Strawn agreement-$570.3K
Interest expense-$5.1M-$8.1M
TOTAL OTHER INCOME$11.5M$10.4M
NET INCOME BEFORE INCOME TAXES$1.7M$5.5M
Income tax benefit$252.1K$259.4K
NET INCOME$2.0M$5.8M
Basic weighted average shares outstanding, Common stock125.0M shares6.0M shares
Diluted weighted average shares outstanding, Common stock125.0M shares6.0M shares
Basic net income per share, Common Stock$0.02$0.96
Diluted net income per share, Common Stock$0.02$0.96

Compare AtlasClear Holdings, Inc. with another company

Corporate structure

AtlasClear Holdings, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of AtlasClear Holdings, Inc.

  • Funicular Funds, LP Filed SCHEDULE 13G on AtlasClear Holdings, Inc., latest Oct 17, 2025 (3 filings since Feb 16, 2024)
  • Atlas Fintech Holdings Corp. Filed SCHEDULE 13D/A on AtlasClear Holdings, Inc., latest Apr 4, 2025 (3 filings since Apr 24, 2024)
  • Jonas Grossman Filed SCHEDULE 13G/A on AtlasClear Holdings, Inc., latest Feb 13, 2025 (2 filings since Feb 26, 2024)
  • Quantum Ventures LLC Filed SCHEDULE 13D/A on AtlasClear Holdings, Inc., latest Jan 14, 2025 (2 filings since Apr 24, 2024)
  • John Schaible Filed SC 13D/A on AtlasClear Holdings, Inc., latest Nov 14, 2024 (2 filings since Apr 24, 2024)
  • Robert G. McBey Filed SCHEDULE 13D on AtlasClear Holdings, Inc., latest Oct 11, 2024 (2 filings since Apr 24, 2024)
  • AtlasClear Holdings, Inc. Tampa, Florida, United States
    • ATLAS CLEARING, INC. Subsidiary · Salt Lake City, Utah, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What AtlasClear Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$376.0K9 Jun 30, 2025$376.0K9 Jun 30, 20240%
Accumulated depreciation$376.0K9 Jun 30, 2025$360.0K9 Jun 30, 2024+4.5%
Operating-lease assets (leased space)$668.3K3 Jun 30, 2026$179.3K3 Jun 30, 2025+272.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$15.4M3 Jun 30, 2026$7.5M3 Jun 30, 2025+104.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$6.1M3 Jun 30, 2026$6.1M3 Jun 30, 20250%
Intangible assets, net (excluding goodwill)$11.7M3 Jun 30, 2026$12.9M3 Jun 30, 2025−9.4%
Finite-lived intangibles, gross$22.7M3 Jun 30, 2026$22.7M3 Jun 30, 20250%
Accumulated amortization-$3.2M3 Jun 30, 2026-$1.8M3 Jun 30, 2025−76.9%
Finite-lived intangibles, net$19.4M3 Jun 30, 2026$20.9M3 Jun 30, 2025−6.8%

Properties, in its own words

The Company maintains its principal executive offices at 4350 West Cypress Street, Suite 270 Tampa, FL, 33607 and a satellite office on 1745 Shea Center Dr Ste 467, Highlands Ranch, CO 80129. Our facilities, which are leased, are adequate to meet our current needs though we intend to procure additional space in the future, if and as necessary, as we continue to add employees and expand our business.

Item 2 of the 10-K filed Sep 24, 2026.5

Leadership

Who has led AtlasClear Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Robert G. McBey2024

Chair

  1. John Schaible2026–now

President

  1. Craig Ridenhour2026–now

Chief financial officer

  1. Sandip I. Patel2026–now
2025
Board members and other officers (10)

Former names

  • Calculator New Pubco, Inc.Feb 14, 2023 to Feb 9, 20244

Timeline

  1. Oct 15, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares20
  2. Sep 24, 20268-K Results of operations21
  3. Sep 23, 20268-K Results of operations22
  4. Sep 16, 20268-K Entered a material agreement23
  5. Jun 1, 20268-K Executive or director change24
  6. May 29, 20268-K Shareholder vote25
  7. May 13, 20268-K Results of operations26
  8. May 12, 20268-K Other events27
  9. Feb 13, 20268-K Results of operations28
  10. Feb 10, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares29
  11. Dec 1, 20258-K Results of operations30
  12. Nov 14, 20258-K Results of operations31
  13. Apr 24, 2024New chief executive Robert G. McBey becomes CEO10
  14. Oct 13, 2022Founded AtlasClear Holdings, Inc. is founded2

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.01) a share, on Nov 13, 2025.32

When it reported results

  1. Sep 24, 2026Reported quarterly or annual results21
  2. Sep 23, 2026Reported quarterly or annual results22
  3. May 13, 2026Reported quarterly or annual results26
  4. Feb 13, 2026Reported quarterly or annual results28
  5. Dec 1, 2025Reported quarterly or annual results30
  6. Nov 14, 2025Reported quarterly or annual results31
  7. Oct 27, 2025Reported quarterly or annual results33
  8. Sep 30, 2025Reported quarterly or annual results34

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

190 filings to the SEC since October 2021: 5 annual reports, 7 quarterly reports, 32 major events, 38 insider forms, 14 large holders, 94 other. The latest 20:

  1. Oct 15, 20268-K EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 2, 20264 EDGAR
  4. Oct 2, 20264 EDGAR
  5. Oct 2, 20264 EDGAR
  6. Oct 2, 20264 EDGAR
  7. Oct 2, 20264 EDGAR
  8. Sep 28, 20264/A EDGAR
  9. Sep 28, 20264/A EDGAR
  10. Sep 28, 20264/A EDGAR
  11. Sep 28, 20264/A EDGAR
  12. Sep 28, 20264/A EDGAR
  13. Sep 28, 20264 EDGAR
  14. Sep 28, 20264 EDGAR
  15. Sep 28, 20264 EDGAR
  16. Sep 28, 20264 EDGAR
  17. Sep 28, 20264 EDGAR
  18. Sep 24, 20268-K EDGAR
  19. Sep 24, 202610-K EDGAR
  20. Sep 23, 20268-K EDGAR

The 190 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

11 open-market trades by officers, directors and large owners since October 2021: 9 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 25, 2026Schaible John MartinExecutive ChairmanBuy64,900$0.19$12.3KForm 4
Sep 25, 2026Ridenhour David CraigPresidentBuy50,000$0.19$9.5KForm 4
Sep 25, 2026Patel Sandip ICFO & General CounselBuy50,000$0.20$10.0KForm 4
Sep 25, 2026Carlson Steven J.DirectorBuy5,000$0.19$950Form 4
Sep 24, 2026Schaible John MartinExecutive ChairmanBuy35,100$0.21$7.4KForm 4
Sep 24, 2026Ridenhour David CraigPresidentBuy50,000$0.20$10.0KForm 4
Sep 24, 2026Patel Sandip ICFO & General CounselBuy50,000$0.22$11.0KForm 4
Sep 24, 2026Hammond Thomas JonDirectorBuy500,000$0.20$100.0KForm 4
Sep 24, 2026Carlson Steven J.DirectorBuy10,000$0.20$2.0KForm 4
Nov 19, 2024Atlas Fintech Holdings Corp.10% ownerSale2,083$12.99$27.1KForm 4
Nov 18, 2024Atlas Fintech Holdings Corp.10% ownerSale6,250$15.93$99.6KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Robert McBey$215.3K$397.0K41
2025Craig Ridenhour$282.5K$282.5K41
2025John Schaible$271.0K$271.0K41
2025Richard Barber$100.0K41
2024Former ChiefExecutive Officer$538.5K$638.5K41

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 29. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Jane Street Group, LLC2,287,180$450.1K0.0%+413,629
Vanguard Capital Management LLC2,033,948$400.7K0.0%+469,796
Geode Capital Management, LLC1,495,777$294.5K0.0%−13,186
Vanguard Fiduciary Trust Co1,015,647$200.1K0.0%+267,772
Cary Street Partners Financial LLC904,586$178.0K0.0%+650,000
HighTower Advisors, LLC896,000$176.3K0.0%+62,426
UBS Group AG824,985$162.5K0.0%−35,598
State Street Corp432,800$85.2K0.0%+200,000
Northern Trust Corp319,842$62.9K0.0%−12,539
Arkadios Wealth Advisors80,000$15.7K0.0%+40,000
Diversify Advisory Services, LLC61,000$11.0K0.0%New
Diversify Wealth Management, LLC61,000$11.0K0.0%No change
Fairway Wealth LLC50,000$9.8K0.0%No change
Tower Research Capital LLC (TRC)44,888$8.8K0.0%+25,986
Susquehanna International Group, Llp43,008$8.5K0.0%New
Aqr Capital Management LLC34,024$6.7K0.0%−59,148
Rothschild Wealth LLC34,024$6.7K0.0%−59,148
XTX Topco Ltd21,442$4.2K0.0%New
B. Riley Wealth Advisors, Inc.20,000$4.1K0.0%No change
Bank Of Montreal /can/20,000$3.9K0.0%No change
Apollon Wealth Management, LLC15,500$3.0K0.0%New
Osaic Holdings, Inc.13,500$2.7K0.0%No change
Soltis Investment Advisors LLC11,604$2.3K0.0%No change
LPL Financial LLC10,065$2.0K0.0%New
Code Waechter LLC10,000$2.0K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How AtlasClear Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAtlasClear Holdings, Inc.1
  • CIK0001963088
  • Employer ID (EIN)92-23037975
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsJune 301
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address2203 Lois Ave., Ste. 814, Tampa, FL 336071
  • Phone813-257-93661
  • Shares outstanding151,838,744 shares as of Sep 22, 20265
  • Public float$34.6M as of Dec 31, 20255
  • AuditorHaynie, Salt Lake City, Utah PCAOB ID 457; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 14, 20231
  • Filings190 in all: 8-K (31), 4 (23), CORRESP (19), UPLOAD (19), 3 (10), 425 (10), 10-Q (7), S-1/A (7)1
    All 38 form types

    S-4/A (6), 4/A (5), EFFECT (5), 424B3 (4), SC 13D (4), 10-K (3), DEF 14A (3), NT 10-Q (3), S-1 (3), DEFA14A (2), NT 10-K (2), PRE 14A (2), SC 13D/A (2), SC 13G (2), SCHEDULE 13D/A (2), SCHEDULE 13G/A (2), 10-K/A (1), 10-KT (1), 144 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEL AM (1), DRS (1), PRER14A (1), S-3 (1), S-4 (1), S-8 (1), SCHEDULE 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Sep 24, 2026
    Quarterly report (10-Q) May 13, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Oct 15, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareATCHNYSE American LLC

From the cover page of the 10-K filed Sep 24, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks AtlasClear Holdings, Inc. names in Item 1A of its 10-K filed Sep 24, 2026: 71 risks under these headings, as written.5

  • Risks Related to AtlasClear Holdings’ Business
  • Unless the context otherwise requires, all references in this section to “we,” “us” or “AtlasClear Holdings” refer to the business of AtlasClear Holdings following the consummation of the Business Combination.
  • We have a short operating history, which makes it difficult to evaluate our business and prospects.
  • We may require substantial funding to finance our operations, but adequate financing may not be available when we need it, on acceptable terms or at all.
  • Uncertain global macro-economic and political conditions could materially and adversely affect our results of operations and financial condition.
  • The loss of members of our senior management or other key personnel, or failure to attract and retain other highly qualified personnel, could harm our business.
  • Changes in tax rates or the adoption of new tax legislation may adversely impact our financial results.
  • Natural disasters, including and not limited to unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business schedule.
  • Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results.
  • The requirement that we repay all outstanding notes, including the Restated Note, could adversely affect our business plan, liquidity, financial condition, and results of operations.
  • Restrictive covenants under the Convertible Notes could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.
  • Risks Related to Our Business Strategy and Industry
The other 61 risks
  • If the proposed CB Acquisition is completed, we may experience difficulties in integrating the operations of AtlasClearing and Commercial Bancorp and in realizing the expected benefits of these transactions.
  • We may not be able to successfully consummate the acquisitions of Ark or an institutional digital asset business.
  • Commercial Bancorp, Ark or any other business we may acquire may have liabilities that are not known to AtlasClear and the indemnities negotiated in the applicable acquisition agreement may not offer adequate protection.
  • We may in the future make acquisitions, and such acquisitions could disrupt our operations, and may have an adverse effect on our operating results.
  • Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
  • We may be unable to successfully grow our business if we fail to compete effectively with others to attract and retain our executive officers and other key management and technical personnel.
  • Risk Related to AtlasClearing’s Business and Industry
  • AtlasClearing’s liquidation of microcap securities and related activities in the over-the-counter market segment expose it to significant risk.
  • The over-the-counter markets for the microcap securities AtlasClearing liquidates frequently have limited trading volume and volatile trading prices.
  • The penny stock rules limit AtlasClearing’s trading practices.
  • AtlasClearing needs to continue to maintain its excess net capital above the NSCC requirement of $10 million to continue to provide correspondent clearing services for introducing brokers.
  • AtlasClearing customers liquidate securities of smaller reporting companies that have relaxed disclosure obligations.
  • AtlasClearing customers also liquidate securities in companies that do not file SEC reports, so there is very little, if any, reliable data publicly available about them.
  • AtlasClearing is, and may in the future be, subject to significant regulatory enforcement proceedings.
  • AtlasClearing and certain of its personnel are subject to various regulatory disciplinary orders that could be the basis of future regulatory action.
  • AtlasClearing’s procedures, policies, and practices to comply with the comprehensive anti-money laundering regulatory regime may not be sufficient to assure compliance.
  • AtlasClearing cannot predict the duration or severity of economic conditions that may adversely affect its results of operations.
  • General, long-term financial and economic conditions and unforeseen events may adversely affect AtlasClearing’s financial condition and results of operations.
  • AtlasClearing may be unable to attract and retain registered representatives and other professional employees.
  • FINRA has adopted rules that impose significant compliance requirements on making investment recommendations to retail customers.
  • AtlasClearing faces significant competition from other brokers and clearing firms.
  • AtlasClearing is exposed to credit risk and other risks from customers, market makers, and other counterparties.
  • AtlasClearing faces significant risks in conducting its market making business.
  • Systems and security failures could significantly disrupt AtlasClearing’s business and subject the firm to losses, litigation, and regulatory actions.
  • AtlasClearing relies on numerous external service providers whose failure to provide those services properly may result in significant adverse events.
  • AtlasClearing relies on representations of third parties to ensure compliance with applicable laws and rules.
  • Damage to AtlasClearing’s reputation could adversely impact its business.
  • Risks Related to Regulatory, Compliance and Legal
  • We are or may be subject to numerous risks relating to the need to comply with data and information privacy laws.
  • We are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow, we will need to expend additional resources to enhance our protection from such risks. Any cyber incident could result in information theft, data corruption, operational disruption, and/or a financial loss that has a material adverse impact on our business and that could subject us to legal claims.
  • Issues in the use of artificial intelligence, including machine learning and computer vision (together, “AI”), in our analytics platforms may result in reputational harm or liability.
  • We could face employee claims.
  • Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
  • AtlasClearing is subject to extensive regulation from the SEC and FINRA, and the failure to comply with this regulation can result in significant penalties, fines, liability, and reputational harm.
  • The misconduct of AtlasClearing’s employees could expose the firm to significant legal liability and reputational harm.
  • AtlasClear Holdings relies on the third-party services of Pacsquare which may expose it to additional risks and could have an adverse impact on its business.
  • Risks Relating to the Proposed Acquisition of Commercial Bancorp
  • The proposed CB Acquisition may not be completed on the terms or timeline currently contemplated, or at all, as the parties may be unable to satisfy the conditions or obtain the approvals required to complete the CB Acquisition.
  • Failure to complete the CB Acquisiton may hinder the Company from achieving its anticipated business goals, and negatively impact the Company’s share price and its business, prospects, financial condition and results of operations.
  • The terms of our promissory notes make non-compliance or default likely, and this can result in additional legal and other fees as well as impact the Company’s share price and its business, prospects, financial condition and results of operations.
  • Risks Related to Our Operations as a Public Company
  • The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified independent board members.
  • We may have increasing difficulty attracting and retaining qualified outside independent board members.
  • Stock trading volatility could impact our ability to recruit and retain employees.
  • We may be exposed to risk if we cannot enhance, maintain, and adhere to our internal controls and procedures.
  • If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in our Company and materially and adversely affect our business and operating results.
  • As a public company, we have incurred and expect to continue to incur increased expenses associated with the costs of being a public company.
  • Our existing indebtedness, and any indebtedness we incur in the future, could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts and could divert our cash flow from operations for debt payments.
  • Limited insurance coverage and availability may prevent us from obtaining insurance to cover all risks of loss.
  • Our amended and restated certificate of incorporation (the “Charter”) contains anti-takeover provisions that could adversely affect the rights of our stockholders.
  • Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • Risks Related to Ownership of Our Common Stock
  • Future sales or resales of our Common Stock could cause the market price for our Common Stock to decline significantly, even if the Company’s business is doing well.
  • An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
  • Issuances of shares of Common Stock pursuant to conversion of any amounts under the Restated Note, the exercise of the warrants included in the Units sold in the October 2025 financing the Company’s securities purchase agreements or pursuant to acquisition agreements (including the Purchase Agreement), have resulted and would continue to result in substantial dilution of our stockholders and have had and may continue to have a negative impact on the market price of our Common Stock.
  • Our issuance of additional capital stock in connection with future financings, acquisitions, investments, the AtlasClear 2024 Equity Incentive Plan (the “Incentive Plan”) or otherwise will dilute all other stockholders.
  • If we are not able to raise sufficient capital to satisfy our payment obligations under the Convertible Notes, or otherwise restructure the Convertible Notes, and payment of principal and accrued and unpaid interest thereon is demanded by the holders thereof, we will be in default, and may not be able to continue as a going concern.
  • We cannot assure you that we will continue to be able to comply with the continued listing standards of the NYSE American, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
  • We do not intend to pay cash dividends for the foreseeable future.
  • Because there are no current plans to pay cash dividends on our Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Common Stock at a price greater than what you paid for it.
  • Our Warrants may have an adverse effect on the market price of our Common Stock.
  • Our warrants are accounted for as a warrant liability and were recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Common Stock.
  • Future sales, or the perception of future sales, by us or our stockholders in the public market following could cause the market price for the Common Stock to decline.
  • We are a “smaller reporting company” within the meaning of the Securities Act, and if we continue to take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • Our operating results may be negatively impacted by unfavorable economic and market conditions and the uncertain geopolitical environment.

Legal proceedings

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. Other than as disclosed in Note 11, we are not presently a party to any legal proceedings that are expected to have a material adverse impact on our financial position, results of operations or cash flows.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

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  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
    SEC EDGAROther events
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41