Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Definitive Material Agreement.

On September 19 and September 23, 2025, AtlasClear Holdings, Inc. (the "Company") entered into separate securities purchase agreements (each, a "Securities Purchase Agreement") with certain institutional investors (each, an "Investor") under which the Company agreed to issue and sell, in a private placement, additional convertible promissory notes (each, a "Note" and collectively, the "Notes"), as part of the same financing disclosed in the Company's Current Report on Form 8-K filed on September 17, 2025 (the "Prior 8-K"), for an additional aggregate principal amount of $2,400,000, for a gross additional purchase price of $2,000,000, reflecting a 20% original issue discount, before fees and other expenses. The closing of the issuance and sale of the additional Notes occurred on September 23, 2025. The Securities Purchase Agreements and the additional Notes entered into thereunder are in the same respective forms, and contain the same terms, as the forms of securities purchase agreement and convertible promissory notes described in Item 1.01 of the Prior 8-K, which disclosure is incorporated by reference herein.

As disclosed in the Prior 8-K, the Company has engaged Dawson James Securities, Inc. as the placement agent (the "Placement Agent") with respect to the offering of the Notes. The Placement Agent is not purchasing or selling any securities offered by the Company, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of securities. The Company agreed to pay the Placement Agent's fees totaling 5% of the aggregate gross proceeds from the sale of the Notes, and to reimburse the Placement Agent's expenses (subject to a cap).

$1,000,000 of the aggregate principal amount of the additional Notes sold pursuant to the Securities Purchase Agreements were purchased by Sandip Patel, a member of the Company's board of directors (the "Board") (and, as of September 24, 2025, an executive officer of the Company), and $450,000 of the aggregate principal amount of the additional Notes sold pursuant to the Securities Purchase Agreements were purchased by Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company's board of directors and the Chief Executive Officer of the Placement Agent.

The Notes and the securities issuable upon conversion of the Notes (collectively, the "Securities") have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance. The Securities will contain restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemption therefrom.

The descriptions of the terms and conditions of the Securities Purchase Agreement and the Notes do not purport to be complete and are qualified in their entireties by the full text of the form of Securities Purchase Agreement and the form of Convertible Promissory Note, which are filed as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Securities Purchase Agreements and the issuance of the Securities is incorporated herein by reference. The Securities sold pursuant to the Securities Purchase Agreements have been offered and sold pursuant to exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.