UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 14, 2025
AtlasClear Holdings,
Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-41956 (Commission File Number) |
92-2303797 (I.R.S. Employer Identification No.) |
|
2203 Lois Ave., Ste. 814 Tampa, FL (Address of principal executive offices) |
33607 (Zip Code) |
(727) 446-6660
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ATCH | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On November 14, 2025, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description of Exhibit |
| 99.1 | Press release dated November 14, 2025. |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLASCLEAR HOLDINGS, INC. | |||
| Date: November 14, 2025 |
/s/ John Schaible | ||
| Name: John Schaible | |||
| Title: Executive Chairman | |||
Exhibit 99.1
AtlasClear Holdings Reports Fiscal First Quarter 2026 Results and Provides Corporate Update Including Elimination of Prior Going Concern Uncertainty
| · | Earnings Call Scheduled for Friday, November 14, 2025, at 8:30 AM ET |
| · | $20 Million in New Financing Completed Subsequent to Quarter-End |
| · | De-SPAC Liabilities Reduced by Over 80% Since Fiscal 2024 |
| · | Stockholders’ Equity Positive at $6.9 Million |
| · | Third Correspondent Clearing Customer Signed and Onboarding |
TAMPA, Fla., November 14, 2025 — AtlasClear Holdings, Inc. (NYSE American: ATCH) (“AtlasClear Holdings” or the “Company”) today announced its financial results for the fiscal first quarter ended September 30, 2025, and provided a corporate update. The Company will host its earnings conference call this morning at 8:30 AM Eastern Time.
“This quarter marks a key inflection point for AtlasClear,” said John Schaible, Executive Chairman of AtlasClear Holdings. “We have achieved positive stockholders’ equity, continued to streamline our balance sheet, and have secured $20 million in additional financing to fund expansion and strengthen liquidity. These milestones reflect our strategic execution and the growing confidence of institutional investors in our business model.”
Craig Ridenhour, President of AtlasClear Holdings, added, “Operationally, we continue to see growth and diversification across our business lines. Our correspondent clearing business is scaling, our stock loan platform continues to deliver double-digit month-over-month revenue growth, and our fintech partnerships are opening new pathways for 2026 performance. We expect these operational advances to compound meaningfully in the coming quarters.”
Chief Financial Officer, Sandip Patel, commented, “The successful $20 million capital raise completed in October mitigates prior liquidity concerns and fully resolves the going concern qualification. We are now well-capitalized and strategically positioned to accelerate integration of technology, clearing, and banking operations into a unified financial services platform.”
Financial Highlights for the Quarter Ended September 30, 2025
| · | Revenue: $4.25 million, up 52% year-over-year from $2.8 million in Q1 FY2025. |
| · | Operating Loss: $(877,000), improving from $(941,000) in the prior-year period. |
| · | Net Loss: $(440,000), compared to net income of $10.7 million in Q1 FY2025 (the prior year benefitted from one-time fair-value adjustments). |
| · | Total Assets: $73.6 million, up 21% from $60.9 million at June 30, 2025. |
| · | Stockholders’ Equity: Positive $6.86 million, compared to a deficit of $(6.8) million as of June 30, 2025. |
| · | Cash and Restricted Cash: $32.2 million, up from $29.6 million as of June 30, 2025. |
| · | Net Capital at Wilson-Davis: $12.28 million, exceeding regulatory requirements by $2.0 million. |
Post-Quarter Financing and Liquidity
On October 8, 2025, AtlasClear completed two transactions with institutional investors, including Funicular Funds LP, totaling $20 million in gross proceeds (inclusive of $4.25 million converted from a recent debt financing):
| · | A $10 million amended and restated secured convertible promissory note maturing in 2030, bearing 11% interest. |
| · | A $10 million equity unit offering priced at $0.60 per unit (one share and one $0.75 warrant per unit). |
These transactions eliminated prior liquidity concerns, resolved the going concern uncertainty, and provide the foundation for the Company’s planned bank acquisition and further technology deployment.
Operational and Corporate Highlights
| · | Wilson-Davis subsidiary delivered continued profitability, driven by growth in commissions, stock loan, and margin lending. |
| · | Third correspondent clearing client signed and onboarding, expected to contribute to 2026 revenues. |
| · | LocBox partnership expanding to include digital asset loans and management platforms in fiscal 2026. |
| · | Management team expansion: appointment of Sandip Patel as CFO/GC and addition of Steven Carlson as Independent Director. |
| · | Employment agreements executed with senior leadership, aligning long-term incentives with shareholder value creation. |
Conference Call Details (Today at 8:30 AM ET)
Date: Friday, November 14,
2025
Time: 8:30 AM Eastern Time
Duration: Approximately 30 minutes
Speakers:
| · | John Schaible, Executive Chairman |
| · | Craig Ridenhour, President |
Participant Dial-In (U.S. Toll-Free): 1-877-407-0752 or 1-201-389-0912
Call me™ Link: https://callme.viavid.com/viavid/?callme=true&passcode=13756265&h=true&info=company&r=true&B=6
(Available 15 minutes prior to the start of the call.)
Webcast Access: https://viavid.webcasts.com/starthere.jsp?ei=1742857&tp_key=c93b23b177
Replay Information:
| · | U.S. Toll-Free: 1-844-512-2921 |
| · | International: 1-412-317-6671 |
| · | Access ID: 13757167 |
| · | Available: Approximately 3 hours after the call and accessible until Friday, November 28, 2025, at 11:59 PM ET |
About AtlasClear Holdings, Inc.
AtlasClear Holdings, Inc. (NYSE American: ATCH) is building a cutting-edge, technology-enabled financial services platform designed to modernize trading, clearing, settlement, and banking for emerging financial institutions and fintechs. Through its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent broker-dealer registered with the SEC and FINRA, and its pending acquisition of Commercial Bancorp of Wyoming, AtlasClear seeks to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information, visit www.atlasclear.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect AtlasClear Holdings’ current views with respect to, among other things, its future operations and financial performance. Forward-looking statements in this communication may be identified by the use of words such as "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "foreseeable," "future," "intend," "may," "outlook," "plan," "potential," "proposed," "predict," "project," "seek," "should," "target," "trends," "will," "would" and similar terms and phrases. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) the Company’s expectations regarding planned future growth and financial results, (ii) AtlasClear Holdings’ expectations regarding future financings, (iii) AtlasClear Holdings’ expectations as to future operational results, (v) AtlasClear Holdings’ anticipated growth strategy, including its planned acquisition of Commercial Bancorp of Wyoming, and (v) the financial technology of AtlasClear Holdings. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially from those anticipated. For additional details regarding risks and uncertainties, please refer to AtlasClear Holdings’ filings with the SEC, including its Form 10-Q for the quarter ended September 30, 2025, and its Annual Report on Form 10-K filed September 29, 2025. AtlasClear Holdings undertakes no obligation to update or revise forward-looking statements, except as required by law.
Company Contact:
AtlasClear Holdings, Inc.
Email: AtlasClearIR@atlasclear.com
Investor Relations Contact:
Jeff Ramson, CEO
PCG Advisory, Inc.
Email: jramson@pcgadvisory.com