Core Insights - AtlasClear Holdings, Inc. reported significant progress in fiscal 2025, focusing on financial stability and operational improvements, setting the stage for growth in 2026 [1][2] Financial Transformation - Fiscal 2025 was a pivotal year for AtlasClear, aimed at stabilizing the financial position and addressing legacy structural constraints for sustainable growth [2] - The company executed balance sheet actions that converted and extinguished over $43 million of legacy de-SPAC liabilities, reducing obligations by over 80% and restoring positive stockholders' equity [3] - These actions strengthened the capital structure, reduced financial overhang, and improved financial flexibility [3] Operational Progress - AtlasClear's subsidiaries, particularly Wilson-Davis & Co., showed improving performance, with Wilson-Davis generating $3.05 million in revenue for October 2025, a 113% increase year-over-year, and net income of $0.94 million, up 169% year-over-year [6][7] - The company activated underutilized revenue lines, especially in the stock loan business, contributing to improved operating leverage [8] - Partnerships, such as the integration of LocBox technology, enhanced stock loan inventory optimization and expanded service offerings [9] Leadership and Governance - AtlasClear completed financings totaling approximately $25 million, including a $20 million financing post-first fiscal quarter of 2026, strengthening liquidity and aligning leadership with shareholders [10] - The leadership team was enhanced with the appointment of Sandip Patel as CFO and General Counsel, and the return of Steven Carlson as an independent director [11] 2026 Strategic Outlook - The company is focused on disciplined execution and expanding its operating platform, with key priorities including selective acquisitions that are strategically aligned and complementary to organic growth [12][13] - Plans for 2026 include scaling successful businesses, maintaining regulatory and capital discipline, and building a durable financial infrastructure [13] - Continued onboarding of correspondent clearing clients and expansion of stock loan and margin lending activities are also key focuses [16]

Core Insights - AtlasClear Holdings, Inc. reported significant growth in October 2025, with revenue increasing by 128% year-over-year and net income rising by 169% [1][3][6] Financial Performance - October 2025 revenue reached $3,051,661, a 113% increase compared to $1,433,626 in October 2024 [6] - Net income for October 2025 was $940,268, up 169% from $349,447 in October 2024 [6] - Net capital as of October 31, 2025, was $14,935,193, reflecting a 40% year-over-year increase from $10,641,242 as of October 31, 2024 [6] Operational Highlights - Wilson-Davis, a subsidiary of AtlasClear, experienced elevated client activity and strong operating leverage, marking one of the strongest months since its acquisition [2][3] - The company is focused on building a modern, technology-forward clearing and banking platform, which is expected to drive future growth [3][4] Strategic Outlook - The management expressed confidence in the company's growth strategy and the opportunities ahead for 2026 and beyond, supported by recent financing and an improving capital position [3][4]

Table of Contents As filed with the Securities and Exchange Commission on November 26, 2025 No. 333-291365 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLASCLEAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6199 92-2303797 Identification Number) 2203 Lois Ave. Ste. 814 Tampa, FL 33607 (727) 446-6660 (Address, including zip code, and telephone number, including are ...

Company Overview - AtlasClear Holdings, Inc. is a technology-driven provider focused on modernizing trading, clearing, settlement, and banking for emerging financial institutions and fintechs [5] - The company operates through its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent broker-dealer, and is in the process of acquiring Commercial Bancorp of Wyoming [5] Upcoming Presentation - AtlasClear's Executive Chairman John Schaible and President Craig Ridenhour will present at NobleCon21 on December 2-3, 2025 [1][2] - The presentation will outline the company's integrated clearing, custody, banking, and digital asset strategy, emphasizing its growth and market opportunities [2] Financial Position - AtlasClear is entering a new growth phase with positive equity and a strengthened capital position [2] - The company is expanding its correspondent clearing pipeline, indicating a robust outlook for future operations [2] Event Details - The presentation is scheduled for December 3, 2025, at 12:30 PM Eastern Time [3] - Leadership will be available for one-on-one meetings with investors during the event [3] Webcast Information - A high-definition video webcast of the presentation will be available the following day on the company's website and other platforms, archived for 90 days [4]

Financial Data and Key Metrics Changes - AtlasClear reported revenue of $4.25 million for Q1 2026, representing a 52% increase year over year [6][9] - Operating loss narrowed to $877,000 from $941,000 in the prior year [6][9] - Net loss was $440,000 compared to a net income of $10.7 million in the same period last year, which included non-cash gains from fair value adjustments [6][9] - Total assets grew to $73.6 million, up 21% from June 30 [6][9] - Stockholders' equity improved to $6.86 million from a negative $6.8 million three months prior, marking a swing of over $13 million [4][9] Business Line Data and Key Metrics Changes - The subsidiary Wilson-Davis & Co. continued to show profitability with strong commission, clearing, and stock loan results [5][6] - Revenue components included commissions of $2.33 million, vetting fees of $0.37 million, clearing fees of $0.71 million, and other revenues of $0.83 million [9] Market Data and Key Metrics Changes - The market for smaller financial institutions remains dynamic, with a focus on efficient clearing, funding, and technology infrastructure [5] - AtlasClear is positioned to capitalize on the growing demand for technology-driven clearing and banking solutions [13] Company Strategy and Development Direction - The company aims to leverage its strengthened balance sheet and new growth funding to integrate its technology stack and expand stock loan and margin lending programs [12] - Plans include advancing the acquisition of Commercial Bancorp, which will provide low-cost funding and a regulated bank charter [12] - The company is focused on enhancing technology and pursuing selective M&A opportunities to broaden client reach and product capabilities [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to grow without significant dilution from the recent financing [17][18] - The company is optimistic about the regulatory approval process for the Commercial Bancorp acquisition and sees it as a strategic asset for future growth [26][27] - Management highlighted the importance of digital assets and plans to integrate them into their offerings, viewing 2026 as a pivotal year for crypto-related revenues [22][25] Other Important Information - The company secured $20 million in new institutional financing, which includes convertible notes and equity units, enhancing liquidity and growth potential [4][12] - The leadership team has been strengthened with the addition of a new CFO and an independent director [7] Q&A Session Summary Question: Can you elaborate on the $20 million Funicular financing and its structure? - The financing includes a convertible note with an 11% coupon and a unit offering comprised of equity and warrants, which is expected to support growth without significant dilution [17][18] Question: Can you provide an update on compliance with NYSE listing requirements given the share price is below a dollar? - The company is compliant with NYSE American standards, which do not have a dollar threshold, allowing continued growth without immediate concerns [19][20] Question: What is the company's digital asset strategy going forward? - Digital assets are a primary focus, with plans to integrate them into the platform and potential acquisitions in the space to enhance offerings [22][25] Question: Can you provide an update on the Commercial Bancorp acquisition and regulatory progress? - The company plans to file with the Fed for approval by January 31 and is optimistic about the integration and long-term goals post-acquisition [26][27][30]

Core Insights - AtlasClear Holdings reported significant financial improvements in Q1 FY2026, achieving positive stockholders' equity and securing $20 million in financing, which alleviated previous liquidity concerns [4][5][7] - The company is experiencing operational growth across its business lines, particularly in correspondent clearing and stock loan platforms, with expectations for continued revenue growth in 2026 [4][6] Financial Highlights - Revenue for the quarter reached $4.25 million, a 52% increase year-over-year from $2.8 million in Q1 FY2025 [7] - Operating loss improved to $(877,000) from $(941,000) in the prior-year period, while net loss was $(440,000), a significant change from net income of $10.7 million in Q1 FY2025 [7] - Total assets increased to $73.6 million, up 21% from $60.9 million at June 30, 2025, and stockholders' equity was positive at $6.86 million compared to a deficit of $(6.8) million [7] Operational and Corporate Highlights - The company signed its third correspondent clearing customer, which is expected to contribute to revenues in 2026 [6][7] - A partnership with LocBox is expanding to include digital asset loans and management platforms in fiscal 2026 [7] - The management team has been strengthened with the appointment of Sandip Patel as CFO/GC and Steven Carlson as Independent Director [7]

Table of Contents As filed with the Securities and Exchange Commission on November 7, 2025 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLASCLEAR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6199 92-2303797 (State or other jurisdiction of Incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Identification Number) 2203 Lois Av ...

Summary of AtlasClear Holdings Conference Call Company Overview - **Company Name**: AtlasClear Holdings (NYSEAM: ATCH) - **Industry**: Financial Services, specifically focused on correspondent clearing and fintech solutions for small and medium-sized financial institutions [1][3][4] Core Business Model - **Business Model**: Developing a technology-enabled financial services platform that provides custody, clearing, and settlement services for small broker-dealers, family offices, and hedge funds [4][5] - **Target Market**: Small and medium-sized financial institutions that have been underserved by larger clearing firms [5][10] Strategic Acquisitions - **Acquisition of Wilson-Davis & Co.**: A correspondent clearing firm acquired in February 2024, which has been performing well and is expected to enhance service offerings [8][9][25] - **Upcoming Acquisition**: Planning to acquire Commercial Bancorp of Wyoming, a Federal Reserve member bank, with an application to be filed within 90 days [9][10][15] Market Opportunity - **Market Size**: Targeting financial institutions with assets up to $1 billion, indicating a large fragmented market with significant growth potential [10][11] - **Demand Drivers**: Increased fintech adoption and the need for modern financial infrastructure among smaller institutions [10][12] Financial Performance - **Recent Performance**: Reported a tripling of revenue and a 733% increase in net income year-over-year as of September [25] - **Stock Valuation**: Management believes the current stock price does not reflect the company's performance and potential, indicating it is undervalued [16][17] Technology and Innovation - **Technology Integration**: Emphasizing the importance of technology in improving efficiency and effectiveness in financial services [19][25] - **Lockbox Technology**: Highlighted as a key component for enhancing stock loan services, with significant month-over-month revenue growth [25][26] Management Team - **Experienced Leadership**: The management team has extensive experience in fintech, with a history of building and selling multiple financial services companies [18][19][20] - **Board of Directors**: Composed of industry veterans with significant expertise in finance and technology, enhancing the company's strategic direction [20][21][22] Future Plans - **Growth Strategy**: Plans to grow both organically and through strategic acquisitions, with a focus on expanding service offerings and market share [10][28] - **International Expansion**: Considering opportunities in international markets, particularly in Latin America, where services can be offered at competitive prices [29] Challenges and Risks - **Regulatory Approval**: The acquisition of Commercial Bancorp of Wyoming is subject to regulatory approval, which poses a risk [11][15] - **Legacy Infrastructure**: The company aims to address the challenges posed by outdated financial systems that limit growth for smaller institutions [12][13] Conclusion - **Investment Opportunity**: AtlasClear Holdings presents a compelling investment opportunity in the fintech space, targeting an underserved market with a strong management team and a clear growth strategy [16][17][28]

Core Insights - AtlasClear Holdings, Inc. is set to present at the ThinkEquity Conference on October 30, 2025, at 4:30 p.m. ET, highlighting its progress and near-term priorities [1][3] - The company aims to modernize trading, clearing, settlement, and banking for small- and middle-market financial institutions through a technology-enabled financial services platform [3] Company Overview - AtlasClear Holdings is building a cutting-edge financial services platform that integrates brokerage, clearing, risk management, regulatory reporting, and commercial banking solutions [3] - The company combines industry expertise with established infrastructure through its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent securities broker-dealer, and its planned acquisition of Commercial Bancorp of Wyoming [3] - The leadership team includes veterans from notable firms such as ICE Clear, Legent Clearing, and StoneX, indicating strong industry experience [3] Conference Details - John Schaible, Executive Chairman, and Craig Ridenhour, President, will deliver the presentation and are available for one-on-one meetings with investors [2] - A live webcast of the presentation will be accessible, with a replay available for a limited time [2]

Core Insights - AtlasClear Holdings, Inc. reported strong financial results for its subsidiary Wilson-Davis & Co., with significant improvements in revenue, net income, and net capital [1][2][6] Financial Performance - For Q1 FY2026, Wilson-Davis reported a revenue of $4,253,741, representing a 51% year-over-year increase [6] - The net income for the same period was $900,475, marking a 49% year-over-year increase [6] - Net capital increased to $12,281,941, a 7% rise compared to July 31, 2025 [6] - September alone saw a remarkable 154% year-over-year increase in monthly revenue [2] Strategic Initiatives - The company aims to grow both organically and through targeted acquisitions, supported by a recently announced $20 million financing [2] - The financing has helped resolve legacy financial issues from the company's de-SPAC process in February 2024, positioning it for a successful 2026 [2] - AtlasClear is planning to acquire Commercial Bancorp of Wyoming, which will enhance its service offerings in banking and financial products [3] Company Overview - AtlasClear Holdings is focused on modernizing trading, clearing, settlement, and banking for small- and middle-market financial institutions [3] - The company combines its subsidiary Wilson-Davis & Co. with its planned acquisition of Commercial Bancorp to deliver a comprehensive suite of financial services [3] - The leadership team consists of industry veterans with extensive experience in financial services [3]