Atlasclear Holdings Inc.

09/30/2025 | Press release | Distributed by Public on 09/30/2025 04:06

Amendment to Annual Report (Form 10-K/A)

AtlasClear Holdings, Inc. is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended June 30, 2025, originally filed with the U.S. Securities and Exchange Commission on September 29, 2025, for the sole purpose of filing the required XBRL reporting.

​

​

Table of Contents

​

TABLE OF CONTENTS

​

​

​

​

Page

​

Part I

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 1C.

Cybersecurity

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

​

Part II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

[Reserved]

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

​

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

​

Part IV

Item 15.

Exhibits and Financial Statement Schedules

Item 16.

Form 10-K Summary

​

​

​

​

Signature Page

​

​

​

Table of Contents

Unless the context otherwise requires, throughout this Annual Report on Form 10-K ("Annual Report"), the words "ATCH," "we," "us," "AtlasClear Holdings," or the "Company" refer to AtlasClear Holdings, Inc. and its subsidiaries (as applicable).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report and some of the information incorporated herein by reference includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words "believes," "continues," "estimates," "expects," "projects," "forecasts," "may," "might," "will," "should," "could," "seeks," "plans," "scheduled," "possible," "potential," "predict," "project," "anticipates," "intends," "aims," "works," "focuses," "aspires," "strives" or "sets out" or similar expressions.

Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that a statement is not forward looking. You should understand that the following important factors could affect our future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements herein:

● our ability to realize the benefits expected from the Business Combination (as defined herein);
● our ability to complete the acquisition of Commercial Bancorp of Wyoming ("Commercial Bancorp");
● our ability to successfully integrate our acquisitions, including the proposed acquisition of Commercial Bancorp, and to realize the synergies and benefits of such acquisitions;
● our significant indebtedness and our ability to service such indebtedness;
● the volatility of the price of our common stock, par value $0.0001 per share (the "Common Stock") and the possibility that stockholders could incur substantial losses;
● dilution of our stockholder interests resulting from our issuance of equity securities;
● the ability to maintain the listing of our Common Stock on the NYSE American LLC ("NYSE"), and the potential liquidity and trading of such securities;
● our ability to grow and manage growth profitably;
● our ability to raise financing in the future, if and when needed;
● our success in retaining or recruiting, or adapting to changes in, our officers, key employees, or directors;
● our ability to attract and retain our senior management and other highly qualified personnel;
● our ability to achieve or maintain profitability;
● the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements;
● our ability to successfully protect against cybersecurity attacks or breaches, ransomware attacks, and other disruptions to our information technology structure;
● our ability to successfully compete against other companies;
● our estimates regarding expenses, future revenue, and needs for additional financing;
● the effect of economic downturns and political and market conditions beyond our control; and
● other factors detailed under the section entitled "Risk Factors."

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the other documents we file from time to time with the SEC. There can be no assurance that future developments affecting us will be those that we have anticipated. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

Atlasclear Holdings Inc. published this content on September 30, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 30, 2025 at 10:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]