$ATCHW

AtlasClear Holdings, Inc.

CIK:0001963088|SEC Filings

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Jun. 30, 2026	Jun. 30, 2025
REVENUES
Commissions	$ 9,253,906	$ 5,937,532
Vetting fees	1,391,135	1,459,321
Clearing fees	2,055,780	3,165,714
Stock locate fees	6,780,814	287,465
Net gain/(loss) on firm trading accounts	506,141	6,580
Other revenue	64,859
TOTAL REVENUES	20,052,635	10,856,612
EXPENSES
Compensation, payroll taxes and benefits	11,730,081	6,150,257
Data processing and clearing costs	5,668,429	2,104,107
Regulatory, professional fees and related expenses	4,858,675	4,137,631
Stock compensation	3,647,695
Communications	867,518	650,560
Occupancy and equipment	235,040	211,347
Transfer fees	158,766	210,423
Bank charges	235,437	223,938
Bad debt	54,543	398,826
Intangible assets amortization	1,411,577	1,362,446
Other	955,190	324,358
TOTAL EXPENSES	29,822,951	15,773,893
LOSS FROM OPERATIONS	(9,770,316)	(4,917,281)
OTHER INCOME/(EXPENSE)
Interest income	1,848,873	1,996,399
Change in fair value of warrant liability derivative	1,704,499	184,594
Change in fair value of convertible note derivative	382,154	3,990,385
Change in fair value of long-term and short-term note derivative	103,185	12,369,120
Change in fair value of contingent guarantee		(839,775)
Change in fair value of secured convertible note	(306,137)
Change in fair value of merger financing	63,696	49,348
Change in fair value of earnout liability	11,106,000	929,000
Change in fair value of Winston & Strawn agreement	1,799,545	(64,298)
Change in fair value of debenture derivative	99,693
Change in fair value of stock payable		232,793
Change in fair value of Tau agreement	334,549	(357,435)
Loss on settlement on Winston & Strawn agreement	(570,300)
Interest expense	(5,084,671)	(8,081,938)
TOTAL OTHER INCOME	11,481,086	10,408,193
NET INCOME BEFORE INCOME TAXES	1,710,770	5,490,912
Income tax benefit	252,105	259,381
NET INCOME	$ 1,962,875	$ 5,750,293
Basic weighted average shares outstanding, Common stock	125,017,197	5,987,645
Diluted weighted average shares outstanding, Common stock	125,017,197	5,987,645
Basic net income per share, Common Stock	$ 0.02	$ 0.96
Diluted net income per share, Common Stock	$ 0.02	$ 0.96

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jun. 30, 2026	Jun. 30, 2025
Cash Flows from Operating Activities:
Net income (loss)	$ 1,962,875	$ 5,750,293
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in fair value, warrant liability derivative	(1,704,499)	(184,594)
Change in fair value, convertible note derivative	(382,154)	(3,990,385)
Change in fair value, long-term and short-term note derivative	(103,185)	(12,369,120)
Change in fair value, contingent guarantee		839,775
Change in fair value of debenture derivative	(99,693)
Change in fair value of secured convertible note	306,137
Change in fair value, WDCO sellers convertible notes	(63,696)	(49,348)
Change in fair value, earnout liability	(11,106,000)	(929,000)
Change in fair value, subscription agreement	(1,799,545)	64,298
Change in fair value, stock payable		(232,793)
Change in fair value, Tau agreement	(334,549)	357,435
Loss on settlement on Winston & Strawn agreement	570,300
Fee on sellers notes		16,340
Interest expense on convertible notes	4,033,880	7,276,092
Transaction costs attributed to Warrant Liability	865,659
Stock based compensation	3,647,695	83,745
Consulting expense paid with stock	601,831
Other non-cash (gain) loss		693,552
Depreciation expense		16,081
Amortization of intangibles	1,411,577	1,362,446
Bad debt expense	54,543	398,826
Amortization of right of use asset	172,747	147,069
Deferred tax liability	(302,287)	(315,549)
Changes in operating assets and liabilities:
Receivables from brokers & dealers	321,532	(2,846,319)
Receivables from customers	(588,657)	104,143
Receivables from others	4,215	18,981
Advances and Prepaid expenses	565,036	3,222
Cash deposits with clearing organization & other B/Ds	(747,500)	(750,000)
Other assets	(365,833)	(255,231)
Payables to customers	(380,045)	3,772,375
Payables to officers & directors	(151,788)	(487,491)
Payable to brokers & dealers	(497,620)	492,745
Accounts payable and accrued expenses	(2,343,217)	1,862,062
Commissions and payroll taxes payable	528,626	121,828
Lease liability	(163,525)	(149,501)
Trading deposits	(99,995)	50
Net cash provided by (used in) operating activities	(6,187,135)	822,027
Cash Flows from Investing Activities:
Cash paid for purchase of Pacsquare		(125,000)
Cash paid for bank acquisition deposit	(65,000)	(20,000)
Net cash provided by (used in) investing activities	(65,000)	(145,000)
Cash Flows from Financing Activities:
Proceeds from stock issuance		1,870,381
Proceeds from Equity SPA	5,850,000
Transaction cost paid for Equity SPA	(1,228,500)
Proceeds from Secured Convertible Note	10,000,000
Transaction cost paid for Secured Convertible Note	(25,000)
Proceeds from Convertible Notes, net of transaction cost	4,700,000
Payment on Convertible Notes	(1,850,000)
Proceeds from debenture, net of transaction cost	490,000
Proceeds from third party advances	200,000
Payment on Winston & Strawn settlement agreement	(1,000,000)
Repayment on subordinated debt		(20,000)
Repayment of promissory note	(651,103)	(226,075)
Net cash provided by (used in) financing activities	16,485,397	1,624,306
Net Change in Cash	10,233,262	2,301,333
Cash – Beginning	29,609,219	27,307,886
Cash – Ending	39,842,481	29,609,219
Supplementary cash flow information:
Cash paid for interest	207,951	191,444
Cash paid for income taxes	107,951	730
Supplemental disclosure of non-cash investing and financing activities:
Decrease in goodwill due to change in deferred tax liability		1,564,200
Shares issued under Tau agreement		205,238
Value of shares transferred by related parties to settle obligation		2,412,930
Shares issued to related party for settlement of accounts payable		803,860
Shares issued for commercial bank acquisition extension		43,645
Initial value of derivative included in merger financing		113,044
Shares issued for stock payable		27,100
Promissory note issued under insurance premium	408,686	489,381
Prepaid stock based compensation		19,050
Shares issued to purchase Pacsquare		77,300
Receivable from shares advanced under Tau agreement	205,238
Initial value of derivative included in debenture	352,067
Initial value of derivative included in convertible note	382,154
Reversal of excise tax	2,611,618
Convertible Notes transferred to Equity SPA	4,150,000
Initial value of warrant issued as transaction cost under Equity SPA	334,062
Shares issued for Winston & Strawn settlement agreement	260,700
Shares issued for non-cash exercise of Warrant Liability	1,094,669
Right-of-use assets obtained in exchange for new operating lease liabilities	661,805
Convertible Debt [Member]
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for conversion of principal and interest on promissory note	959,764	4,575,000
Secured Debt
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for conversion of principal and interest on promissory note	9,591,650	509,549
Short Term Merger Financing [Member]
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for conversion of principal and interest on promissory note		5,366,979
Long Term Notes [Member]
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for conversion of principal and interest on promissory note	2,680,437	9,629,071
Promissory Notes [Member]
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for conversion of principal and interest on promissory note	$ 763,384

Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Jun. 30, 2025
ASSETS
Cash and cash equivalents	$ 15,422,176	$ 7,533,690
Cash segregated - customers	24,041,343	21,874,954
Cash segregated - PAB	378,962	200,575
Receivables - broker-dealers and clearing organizations	3,858,093	4,179,625
Receivables - customers, net of allowance for credit losses of $401,128	854,929	320,815
Other receivables	41,646	251,099
Prepaids	416,825	573,175
Trading securities, market value, net		5
Total Current Assets	45,013,974	34,933,938
Operating lease right to use lease asset	668,325	179,267
Customer list, net	11,713,356	12,932,106
Goodwill	6,142,525	6,142,525
Developed technology, net	1,592,277	1,785,104
Bank acquisition deposit	128,645	63,645
Cash deposits - broker-dealers and clearing organizations	5,012,500	4,265,000
Other assets	957,081	591,248
TOTAL ASSETS	71,228,683	60,892,833
LIABILITIES
Payables to customers	23,555,303	23,935,348
Accounts and payables to officers/directors	47,300	199,088
Accounts payable and accrued expenses	3,862,149	6,194,311
Payables - broker-dealers and clearing organizations	40	497,660
Commissions, payroll and payroll taxes	923,840	395,214
Current portion of lease liability	301,622	111,983
Promissory notes	430,484	1,207,797
Current portion of long-term merger financing, net		980,106
Derivative liability - convertible notes		103,185
Merger financing payable		1,618,575
Tau agreement		539,787
Debenture	515,661
Subscription agreement		2,489,945
Excise tax payable		2,611,618
Total Current Liabilities	29,943,860	41,003,400
Accrued contingent liability	100,000	100,000
Long-term secured convertible note, net	11,210,358	8,909,070
Long-term convertible notes, net		718,866
Warrant Liability	3,013,367
Derivative liability - warrants	184,588	123,062
Earnout - liability	263,000	11,369,000
Deferred income tax liability	3,063,850	3,366,137
Subordinated borrowings	1,930,000	1,930,000
Trading account deposit		100,000
Long-term lease liability	379,387	70,746
TOTAL LIABILITIES	50,088,410	67,690,281
Commitments and Contingencies (Note 11)
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding at June 30, 2026 and 2025
Common stock, $0.0001 par value; 500,000,000 shares authorized; 150,337,774 and 40,165,603 shares issued and outstanding at June 30, 2026 and 2025, respectively	15,033	4,016
Stock subscription receivable	(41,089)	(41,089)
Additional paid-in-capital	159,115,656	135,763,445
Accumulated Deficit	(137,949,327)	(142,523,820)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	21,140,273	(6,797,448)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	71,228,683	60,892,833
Related Party [Member]
LIABILITIES
Stock payable- related party	55,087	55,087
Merger Financing [Member]
LIABILITIES
Debenture – derivative		63,696
Debenture [Member]
LIABILITIES
Debenture – derivative	$ 252,374