Business Context and Reporting Period
Company: AtlasClear Holdings, Inc. (NYSE American: ATCH)
Filing Type: Form 8-K (Current Report)
Date of Report: September 16, 2025
Reporting Period: Event-based (September 16, 2025)
Context: The Company, an emerging growth company, entered into definitive securities purchase agreements for a private placement of convertible promissory notes to raise capital for general corporate purposes and working capital.
Key Financial Metrics and Transaction Details
- Aggregate Principal Amount: $3,600,000 (initial tranche).
- Gross Purchase Price (Proceeds): $3,000,000 (reflecting a 20% original issue discount).
- Interest Rate: 0% (Notes do not bear interest).
- Maturity Date: The earlier of six months from issuance or the completion of a "Qualified Financing" (defined as raising at least $10 million in gross proceeds).
- Conversion Terms: Convertible into equity at the closing of a Qualified Financing at the same per-share price as the securities sold in that financing.
- Placement Agent Fees: 5% of aggregate gross proceeds plus capped expense reimbursements.
- Related Party Transaction: $600,000 of the principal amount is being purchased by Sixth Borough Capital Fund, LP, controlled by Robert D. Keyser, Jr. (Board Member and CEO of the Placement Agent).
Material Changes and Additional Capacity
This filing represents a new material agreement and unregistered sale of equity securities. The filing does not provide comparative financial data (revenue, profit, cash flow) as it is a transactional report rather than a periodic financial statement.
- Additional Issuance Capacity: The Company may issue up to an additional $2,400,000 in aggregate principal amount (gross proceeds up to $2,000,000) in one or more future closings.
- Future Offering Rights: Investors have the right to participate in up to 100% of their initial investment amount in any "Future Offerings" carried out within 12 months of the closing.
Guidance, Outlook, and Risks
- Use of Proceeds: General corporate purposes and working capital.
- Closing Date: Expected on September 17, 2025, subject to customary conditions.
- Regulatory Status: Securities are unregistered, relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. They carry restrictive legends preventing transfer unless registered or exempt.
- Risks: The Notes are subject to customary events of default. The Company's ability to convert the notes depends on completing a Qualified Financing within six months or the maturity date.
Investor Verification Checklist
- Verify the final closing date and actual proceeds received on or after September 17, 2025.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Convertible Promissory Note (Exhibit 10.2) for specific default triggers and conversion mechanics.
- Monitor for the execution of the additional $2,400,000 issuance capacity.
- Assess the Company's progress toward a "Qualified Financing" ($10 million gross proceeds) to trigger note conversion.
- Confirm the extent of the related party transaction involving Sixth Borough Capital Fund, LP.