Business Context and Reporting Period
Company: AtlasClear Holdings, Inc. (NYSE American: ATCH)
Filing Type: Form 8-K (Current Report)
Date of Report: October 8, 2025 (Event Date)
Reporting Period: Immediate disclosure of material agreements entered into on October 8, 2025, with closings occurring between October 9 and October 14, 2025.
Key Financial Metrics and Transaction Details
This filing details a dual financing event consisting of a convertible note refinancing and a private equity placement. Specific revenue, profit, or cash flow metrics for the company's operations are not provided in this document.
- Convertible Note Financing:
- Instrument: Amended and Restated Secured Convertible Promissory Note.
- Principal Amount: $10,097,782 (comprising $10,000,000 new purchase price + $97,782 remaining principal from the original note).
- Interest Rate: 11% per annum (increases to 14% upon Event of Default).
- Maturity: October 8, 2030.
- Payment Terms: Interest payable semi-annually; Company may elect to pay in cash or in-kind (PIK).
- Conversion Price: $0.75 per share (subject to anti-dilution adjustments).
- Security: Secured by a perfected security interest in substantially all existing and future assets of the Company and subsidiaries.
- Equity Financing:
- Instrument: Units consisting of one share of Common Stock and one Warrant.
- Purchase Price: $0.60 per Unit.
- Warrant Terms: Initial exercise price of $0.75 per share; exercisable immediately; expires 5 years from issuance.
- Ownership Limit: 9.9% beneficial ownership blocker applies to warrant exercise.
- Placement Agent Fees:
- 4.5% of gross proceeds from the Note.
- 6% of gross proceeds from Units sold to existing investors.
- 7% of gross proceeds from Units sold to new investors introduced by the agent.
Material Changes Versus Prior Period
The filing represents a significant restructuring of the Company's debt and equity capital structure compared to the prior period:
- Debt Restructuring: The Company amended and restated a $6,000,000 secured convertible note issued in February 2024. The new instrument increases the principal obligation to approximately $10.1 million and extends the maturity date to 2030.
- New Equity Issuance: The Company initiated a private placement of Units at $0.60, introducing new warrants with an exercise price of $0.75.
- Covenants: The new Note imposes restrictive covenants limiting the Company's ability to incur additional indebtedness, create liens, or sell assets.
Guidance, Outlook, Risks, and Contingencies
Management Commentary and Outlook: The Company has engaged Dawson James Securities, Inc. as the placement agent. The transactions are intended to provide liquidity and refinance existing obligations. The Company has agreed to seek stockholder approval if the conversion of the Note would result in the issuance of shares exceeding 19.9% of the total outstanding common stock.
Risks and Contingencies:
- Dilution Risk: The conversion of the Note and exercise of Warrants will increase the share count. The Note contains anti-dilution provisions if shares are issued below the $0.75 conversion price.
- Default Risk: An Event of Default triggers an interest rate increase to 14% and accelerates remedies for the lender.
- Liquidity Constraints: The Note is secured by substantially all assets, and covenants restrict future borrowing and asset sales.
- Related Party Transaction: $500,000 of Units were purchased by Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., a Board Member and CEO of the Placement Agent.
- Registration Rights: The Company must file registration statements for the resale of securities; failure to do so may result in liquidated damages.
Investor Verification Checklist
- Verify the total aggregate proceeds raised from the Unit offering, as the specific number of Units sold is not explicitly stated in the summary text.
- Confirm the current share count to assess the immediate dilution impact of the $10.1 million Note conversion at $0.75 per share.
- Review the full text of the Security Agreement (Exhibit 10.2) to understand specific exceptions to the asset pledge and the definition of "Event of Default."
- Monitor the Company's ability to meet the 19.9% stockholder approval threshold if the Note is converted in full.
- Check for any subsequent filings regarding the actual closing amounts and the final number of Units issued between October 9 and October 14, 2025.