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Item 9A. Controls and Procedures

2025-09-29 compared with 2024-04-16 · 281 added, 1094 removed, 271 unchanged (84% of the section changed)

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Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the control deficiencies in the internal control over financial reporting related to the Quantum’s accounting for complex financial instruments and as described below.

Our management determined that our disclosure controls and procedures were not effective as of December 31, 2023 due to the Quantum’s control deficiencies previously reported with respect to compiling information to prepare our interim and annual financial statements in accordance with U.S.

The control deficiencies were due to the previously omitted subsequent event disclosure in the Form 10-K previously filed by Quantum with the SEC on March 10, 2022, an advance from Quantum Ventures, the analysis and full disclosure of the Merger Agreement, the impact of the Merger Agreement on our going concern assessment and the impact of the Merger Agreement as it relates to the classification of our complex financial instruments, as well as the related determination of the fair value of the PIPE derivative liability, accumulated deficit, net loss and related financial disclosures.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the control deficiencies in the internal control over financial reporting related to the accounting for complex financial instruments and as described below.

Our management determined that our disclosure controls and procedures were not effective as of June 30, 2025 due to the Company’s control deficiencies previously reported with respect to compiling information to prepare our interim and annual financial statements in accordance with U.S.

The control deficiencies were due to the analysis and full disclosure of the Merger Agreement, the impact of the Merger Agreement on our going concern assessment and the impact of the Merger Agreement as it relates to the classification of our complex financial instruments, and related financial disclosures.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2023.

Management assessed the effectiveness of our internal control over financial reporting at June 30, 2025.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2023.

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of June 30, 2025.

Management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards and to improve our internal control over

financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards and to improve our internal control over financial reporting.

We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the most recently completed fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended June 30, 2025.

Other Information

Pursuant to the transactions contemplated by a letter of intent disclosed in the Business Combination Agreement, on February 16, 2024, AtlasClear and Pacsquare entered into a Source Code Purchase and Master Services Agreement, pursuant to which AtlasClear purchased a proprietary trading platform with clearing and settlement capabilities that will be developed by Pacsquare, including certain software and source code.

Pursuant to the Pacsquare Purchase Agreement, Pacsquare will develop, implement and launch the AtlasClear Platform and provide maintenance and support services as described in the agreement.

The Pacsquare Purchase Agreement provides that Pacsquare will develop and deliver to AtlasClear the Level 1 equities trading platform upon the closing of the transaction, and that it will develop and deliver all modules of the clearing platform within 12 months of signing the Pacsquare Purchase Agreement.

AtlasClear owns all the intellectual property relating to the AtlasClear Platform, including the software and source code.

The Pacsquare Purchase Agreement also granted AtlasClear a right of first refusal to any products or services that relate to trading, settlement, clearance or any other business of AtlasClear that Pacsquare proposes to offer to other persons.

The purchase price for the assets was $4.8 million as follows:

(i) $1.9 million, consisting of (A) $100,000 payable in a cash upon delivery of the source code and execution of the Pacsquare Purchase Agreement;

(B) $850,000 payable in shares of Common Stock at a price of $6.00 per share;

and (C) $950,000 to be paid in four monthly installments of $237,500, payable in cash or shares of Common Stock at the price per share on the day of issuance provided the On-line Account Application and Level one Trading Platform have been delivered, and final payment for this part of the software is dependent on connectivity to FIS at the sole discretion of AtlasClear and (ii) $2.9 million to be paid ratably on a module-by-module basis upon delivery and acceptance of each of the AtlasClear Clearing Platform modules.

AtlasClear has sole discretion to determine whether any of the foregoing payments will be made in cash or shares of Common Stock and all payments are dependent on acceptance of the modules by AtlasClear, at its sole discretion.

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections

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Management and Board of Directors

The board of directors of AtlasClear Holdings (the “Board”) is comprised of the seven directors listed below.

Each director will hold office until his or her term expires at the next annual meeting of stockholders in the year following the year of such director’s election or until his or her death, resignation, removal or the earlier termination of his or her term of office.

Chairman and Chief Executive Officer

The board of directors of AtlasClear Holdings is currently comprised of the six directors listed below.

Each director will hold office until his term expires at the next annual meeting of stockholders in the year following the year of such director’s election or until his or her death, resignation, removal or the earlier termination of his term of office.

Effective as of December 10, 2024, Robert McBey was removed from the role of Chief Executive Officer of the Company, and in January 2025, he resigned as a member of our board of directors.

Effective as of December 19, 2024, Richard Barber resigned from the role of Chief Financial Officer of the Company.

In August 2025, Mark Smith left our board of directors and Robert D.

was appointed to fill the resulting vacancy.

In September 2025, Steven Carlson was re-appointed to serve as a member of our board of directors and Sandip Patel was appointed as the Company’s General Counsel and Chief Financial Officer.

Executive Chairman

Craig Ridenhour

Chief Business Development Officer and Director

John Schaible

Chief Strategy Officer and Director

James Tabacchi

President and Director

General Counsel, Chief Financial Officer and Director

Steven Carlson

Executive Officers

Chairman and Chief Executive Officer

Richard Barber

Chief Financial Officer

John Schaible

Chief Strategy Officer and Director Nominee

Executive Chairman

Craig Ridenhour

Chief Business Development Officer and Director

Ilya Bogdanov

Chief Technology Officer

McBey , 59, has served as our Chairman and Chief Executive Officer since February 2023.

McBey has worked in the securities industry since 1986 and has served as the President and Chief Executive Officer of Wilson-Davis since 2021.

Before becoming President of our subsidiary, Wilson-Davis, he served as Wilson-Davis’ Chief Administrative Officer beginning in 2018.

Since August 2022, he has also served as Chairman and Chief Executive Officer of our subsidiary, AtlasClear.

He was the co-founder and Managing Director of Business Development for Potamus Trading LLC, a Massachusetts broker-dealer specializing in algorithmic trading and dealer services from 2012 to 2017.

Earlier, from 2010 to 2012, he served as the Executive Vice President and Head of Clearing Services for Penson Financial Services, a global execution and clearing firm with over $10.0 billion in assets.

From 2008 to 2010, Mr.

McBey served as the interim CEO of Penson’s Canadian and United Kingdom subsidiaries.

From 2002 to 2008, he served as the Chief Operating Officer and Director of Securities Lending for Southwest Securities, Inc., where he previously served as the Senior Vice President, Compliance Officer, and Director of Internal Audit from 1998 to 2000.

From 1997 to 1998, Mr.

McBey served as the Senior Vice President, Senior Registered Option Principal, and Branch Manager of Principal Financial Securities, Inc.

From 1992 to 1997, he served as the Vice President and Manager of Audit and Compliance for Sutro & Company Inc.

From 1986 to 1992, he served as an Internal Auditor for Prudential-Bache Securities, Inc.

McBey is graduate of York University in Toronto, Ontario.

Craig Ridenhour , 52, has served as our Chief Business Development Officer and a member of our board since February 2023.

President and Director

General Counsel, Chief Financial Officer and Director

John Schaible, 55, has served as our Executive Chairman since May 2024.

Previously, he served as our Chief Strategy Officer and a member of our board from February 2024 to May 2024.

Prior to that, he served as Chairman and Chief Executive Officer of Quantum from October 2020 to February 2024.

Schaible is a co-founder, Chairman and Chief Executive Officer of AtlasBanc Holdings since 2010 and of Atlas FinTech, an affiliate of AtlasBanc, since 2016.

Schaible also co-founded Anderen Bank and was Chief Operating Officer of Anderen Financial, a FDIC-chartered financial institution and bank holding company regulated by the Federal Reserve Board, respectively, from 2007 until the acquisition of Anderen by First United Bank in 2012, each affiliates of Atlas Banc.

Schaible also founded and served as Chief Executive Officer of NexTrade, which created an electronic communications network (ECN) in 1994 that was sold to Citigroup in 2006.

Schaible has a degree in business management from Colorado State University.

Schaible has also served on the board of Colorado State University’s General Leadership Council and Center for Entrepreneurship.

Craig Ridenhour , 54, has served as our President since May 2024.

Previously, he served as our Chief Business Development Officer and a member of our board from February 2023 to May 2024.

Ridenhour has served as co-founder and Executive Vice President of Business Development for Atlas FinTech, a position that he has held since 2016.

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Ridenhour is a graduate of the University of Florida.

Carlson , 64, has served as a member of our board since February 2024.

He previously served as a member of the Quantum Board from February 2021 to February 2023.

From October 2022 to February 2023, Mr.

Carlson served as President, Secretary and a director of AtlasClear Holdings.

Since 2016, Mr.

Carlson has served as Co-Chairman of Magellan Global, a financial services holding company which owns Marco Polo Securities, Inc., for which he serves as Chairman, Pi Capital International LLC, for which he serves as Managing Partner, and several other early stage firms.

Pi Capital, a global advisory firm headquartered in New York City, provides capital raising, M&A advisory and general corporate advisory services to firms in the financial institutions, renewable power generation, and real estate sectors around the globe.

Securities are offered through an affiliate, Marco Polo Securities, Inc.

Marco Polo Securities is a distribution platform enabling foreign financial services firms to market their products in the United States and other select jurisdictions worldwide.

Before founding Pi Capital, Mr.

Carlson was President and Head of Investment Banking at INTL FCStone Financial Inc.

from 2010 to 2016.

Prior to that, Mr.

Carlson was the founder, Chairman and Chief Executive Officer of the Provident Group, a boutique investment banking firm providing capital raising, M&A and other corporate finance advisory services to firms globally.

Provident Group was acquired by INTL in 2010.

Prior to forming Provident in 1999, Mr.

Carlson was a Managing Director at Lehman Brothers holding various senior positions at the firm.

Carlson began his career at Fannie Mae.

Carlson graduated with a BA in Economics from the University of Maryland and a Master’s Degree in Public Policy from the Kennedy School of Government at Harvard University.

Hammond , 68, has served as a member of our board since February 2024.

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Prior to joining ICE, Mr.

Hammond was Managing Director, Trading Operations at the Chicago Board of Trade (later the CME Group) where he played a leadership role in the successful transition to the Common Clearing Link.

Hammond was Managing Director, Trading Operations at the Chicago Board of Trade (later the CME Group) where he played a leadership role in the successful transition

to the Common Clearing Link.

Before joining the CME Group in 2003, for a 17-year period, Mr.

Hammond served as Chief Executive Officer, Executive Vice President and Chief Operating Officer of the Board of Trade Clearing Corporation (BOTCC), where he successfully managed the development and implementation of integrated over the counter (OTC) clearing systems.

Hammond currently serves as a board member of Atlas FinTech and, prior to his retirement in 2017, served on the boards of the Financial Services Division and the Chicago Operations Division of the Futures Industry Association, and participated in the Chicago Federal Reserve Bank’s Working Group on Financial Markets.

Hammond served on the boards of the Financial Services Division and the Chicago Operations Division of the Futures Industry Association, and participated in the Chicago Federal Reserve Bank’s Working Group on Financial Markets.

Hammond earned a Bachelor of Science degree in Business Administration from Lewis University in Romeoville, IL.

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Since September 2021, Mr.

Patel has served as a director of Monterey Bio Acquisition Corporation, a former special purpose acquisition company (Nasdaq:

Patel previously served as a director of Monterey Bio Acquisition Corporation, a former special purpose acquisition company (Nasdaq:

Patel received his JD degree from the Stetson University College of Law, and a B.B.A in Finance from the University of Georgia.

Richard Barber , 75, has served as our Chief Financial Officer since February 2023.

Barber has been making various personal investments through his company, Renee LLC, since 2017.

Barber started his financial career in Finance at Ernst & Young.

Barber has over 30 years’ experience in the Securities industry working at various institutions.

Most notably, Mr.

Barber served as the Chief Financial Officer of Bank of America’s brokerage business where he gave advice to the CEO on how to grow revenue and reduce costs.

Barber holds a Bachelor of Arts degree from the University of Notre Dame and a Master of Business Administration from the Columbia School of Business.

John Schaible , 53, has served as our Chief Strategy Officer and a member of our board since February 2024.

Previously, he served as Chairman and Chief Executive Officer of Quantum from October 2020 to February 2024.

Schaible is a co-founder of Atlas Bank, a Latin American domiciled bank, and, since 2010, has served as its Vice Chairman.

Schaible has also served as Chief Executive Officer of AtlasBanc Holdings since 2012 and Atlas FinTech since 2016, each affiliates of Atlas Bank.

Schaible also founded and served as Chief Executive Officer of NexTrade, which created an electronic communications network (ECN) in 1994 that was sold to Citigroup in 2006.

Schaible has a degree in business management from Colorado State University.

Schaible has also served on the board of Colorado State University’s General Leadership Council and Center for Entrepreneurship.

Ilya Bogdanov , 56, has served as our Chief Technology Officer since February 2024.

Bogdanov is a Senior Vice President of the Atlas Bank, a Latin American domiciled bank, a position he has held since 2019, and has been Vice President of Technology of Atlas FinTech since 2014.

Bogdanov has also served as Chief Technology Officer of AtlasBanc Holdings since 2014.

Bogdanov served as Director of Software Engineering of Value Line, Director of Infrastructure of Traffic Media.

He also served in various senior technology roles in Bank of America, Bank of America Merrill Lynch, Salomon Smith Barney/Citigroup, SURFACExchange, DoubleClick and other financial and media companies.

Bogdanov has a technology degree from Tashkent Electromechanical College.

James Tabacchi , 69, has served as a member of our board since February 2024.

Tabacchi is President and CEO of South Street Securities Holdings Inc.

In this role, Mr.

Tabacchi oversees all aspects of the business, including strategy, credit, market and liquidity risk, infrastructure, technology and clearing, compliance, finance, accounting and controls.

In 2000, he raised the venture capital and founded South Street as an independent repo broker dealer and began building and expanding the franchise of products.

Tabacchi invested in and continues to mentor AmeriVet, a Disabled Veteran and Minority Owned broker dealer, and last year, started an equity securities lending business.

Prior to founding South Street, he spent two decades at Citicorp/Citibank in various customer interface and business head positions within the Investment, Corporate and Consumer Banking Divisions.

In addition to his Board responsibilities at South Street, ACM Trust REIT and AmeriVet, Mr.

Tabacchi is Chairman of the Board of the Independent Dealer and Trader Association (IDTA) and is a member of BNYM’s GSS Industry Advisory Council.

Tabacchi was elected to a five-year term on the DTCC Board of Directors.

Atlas Bank (Panama), S.A.

In September 2023, the Superintendency of Banks of Panama took temporary administrative and operational control of Atlas Bank (Panama), SA (“Atlas Bank”).

Such action was at the voluntary request of Atlas Bank, in connection with allegations that a major custody counterparty potentially committed fraud against Atlas Bank.

John Schaible is co-founder and Vice Chairman of Atlas Bank, and CEO of AtlasBanc Holdings, which through Atlas FinTech has an economic interest in, but does not control, Atlas Bank.

Thomas Hammond is a member of the board of directors of Atlas FinTech.

Craig Ridenhour is a co-founder and EVP of Business Development for AtlasBanc Holdings and a member of the board of directors of Atlas FinTech.

Ilya Bogdanov is a Senior Vice President of Atlas Bank and Chief Technology Officer of AtlasBanc Holdings.

Keyser, Jr., 66, has served as a member of our board since August 2025.

Keyser is a veteran finance professional with over 40 years’ experience as a financial professional, investor and serial entrepreneur with extensive experience on both the sell and buy-side, including Investment Banking, M&A, Advisory, Capital Markets, Retail, and Institutional Sales.

Keyser currently serves as the Director of Ark Financial Services, Inc., (“Ark”) which he founded in 2002.

Ark is the holding Company of multiple financial services subsidiaries, the most active being Dawson James Securities, Inc.

(“Dawson James”).

Since 2002, Mr.

Keyser has been the founder, CEO and Chairman of the Board of Directors of Dawson James, a full-service, Florida-based investment bank focused on emerging growth micro and small-cap private and public companies with expertise in the Life Sciences/Healthcare, Technology, AI, Crypto, and Consumer sectors.

Keyser, is also the Founder, Managing Member, President and Portfolio Manager of Sixth Borough Capital Management, LLC, a multi-stage, event driven, alternative investment management company.

Carlson , 65, rejoined our board in September 2025, after previously serving from February to December 2024.

He was also a member of the Quantum Board from February 2021 to February 2023.

Between October 2022 and February 2023, Mr.

Carlson held the roles of President, Secretary, and director at AtlasClear Holdings.

Since 2016, Mr.

Carlson has been Co-Chairman of Magellan Global, a financial services holding company.

He serves as Chairman of Marco Polo Securities, Inc., and as Managing Partner of Pi Capital International LLC, along with involvement in several other early-stage firms.

Pi Capital, based in New York City, is a global advisory firm offering capital raising, M&A advisory, and corporate advisory services to financial institutions, renewable power generation, and real estate sectors worldwide.

Securities are offered through Marco Polo Securities, Inc., an affiliate that enables foreign financial services firms to market their products in the U.S.

and other select jurisdictions.

Before founding Pi Capital, Mr.

Carlson was President and Head of Investment Banking at INTL FCStone Financial Inc.

from 2010 to 2016.

Prior to that, he founded and led the Provident Group as Chairman and CEO, a boutique investment banking firm specializing in capital raising, M&A, and corporate finance advisory services globally.

Provident Group was acquired by INTL in 2010.

Before establishing Provident in 1999, Mr.

Carlson was a Managing Director at Lehman Brothers, where he held various senior positions.

He began his career at Fannie Mae.

Carlson holds a BA in Economics from the University of Maryland and a Master’s Degree in Public Policy from the Kennedy School of Government at Harvard University.

Board Committees

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Audit Committee

Our audit committee consists of Steven J.

Carlson, Sandip I.

Patel and James Tabacchi, with Mr.

Patel serving as chair.

Rule 10A-3 of the Exchange Act and the NYSE listing standards require that our audit committee be composed entirely of independent members.

Our audit committee consists of Steven Carlson, Thomas J.

Hammond and Robert D.

Keyser, with Mr.

Keyser serving as chair.

Rule 10A-3 of the Exchange Act and the NYSE American listing standards require that our audit committee be composed entirely of independent members.

The Board has determined that each of Messrs.

Carlson, Patel and Tabacchi meets the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE listing standards and also meets the financial literacy requirements of the NYSE listing standards.

In addition, the Board has determined that Mr.

Carlson will qualify as an “audit committee financial expert” within the meaning of the SEC regulations.

Hammond and Smith meets the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE listing standards and each also meets the financial literacy requirements of the NYSE American listing standards.

In addition, the Board has determined that each of Messrs.

Patel and Smith qualifies as an “audit committee financial expert” within the meaning of the SEC regulations.

The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits and to oversee our independent registered public accounting firm.

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● establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

● overseeing our policies on risk assessment and risk management;

● overseeing our policies on risk assessment and risk management, including cybersecurity risks;

● overseeing compliance with our code of business conduct and ethics;

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Compensation Committee

Our compensation committee consists of Steven J.

Carlson, Thomas J.

Hammond and James Tabacchi, with Mr.

Carlson serving as chair.

The Board has determined that Messrs.

Carlson, Hammond and Tabacchi each meet the definition of “independent director” for purposes of serving on the compensation committee under the NYSE listing standards, including the heightened independence standards for members of a compensation committee.

Our compensation committee currently consists of Steven Carlson, Thomas J.

Hammond and Robert D.

Keyser, with Mr.

Hammond serving as chair.

The Board has determined that each of Messrs.

Carlson, Hammond and Keyser meets the definition of “independent director” for purposes of serving on the compensation committee under the NYSE American listing standards, including the heightened independence standards for members of a compensation committee.

The primary purpose of our compensation committee will be to discharge the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate.

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Steven J.

Carlson, Thomas J.

Hammond and Sandip I.

Patel, with Mr.

Patel serving as chair.

The Board has determined that Messrs.

Carlson, Hammond and Patel each meet the definition of “independent director” under the NYSE listing standards.

Our nominating and corporate governance committee consists of Steven Carlson, Thomas J.

Hammond, and Robert D.

Keyser, with Mr.

Hammond serving as chair.

The Board has determined that each of Messrs.

Carlson, Hammond and Keyser meets the definition of “independent director” under the NYSE listing standards.

Our nominating and corporate governance committee will be responsible for, among other things:

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● contributing to succession planning.

Code of Business Conduct and Ethics

Code of Business Conduct and Ethics & Insider Trading Policy

We adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is available on the investor relations portion of our website.

In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of the code.

In addition, we intend to post on our website all disclosures that are required by law or the NYSE American listing standards concerning any amendments to, or waivers from, any provision of the code.

Our board of directors adopted an Insider Trading Policy that applies to our officers, directors, and employees.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the SEC.

Section 16(a) compliance was required during the annual period ended June 30, 2025.

To our knowledge, during the year ended June 30, 2025, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except for Form 4s required to be filed by Atlas Fintech Holdings Corp.

to report a total of five transactions in our Common Stock.

Executive Compensation

Prior to the consummation of the Business Combination, none of the officers or directors of Quantum received any cash compensation for services rendered.

The Co-Sponsors, officers, directors and their respective affiliates are reimbursed for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination.

We note that certain officers have economic interests in our Co-Sponsors.

Prior to the consummation of the Business Combination, none of the officers or directors of AtlasClear received any cash compensation for services rendered.

Summary Compensation Table

The following table sets forth, for each of Wilson-Davis’ last two completed fiscal years, the dollar value of all cash and noncash compensation earned by Robert McBey, Wilson-Davis’ president and chief executive officer, who has continued his employment with the Company after the Business Combination as Chief Executive Officer.

Incentive Plan

The following table sets forth, for the Company’s last completed fiscal year, the dollar value of all cash and noncash compensation earned by John Schaible, the Company’s Executive Chairman, Craig Ridenhour, the Company’s President, Robert McBey, the Company’s former Chief Executive Officer and Richard Barber, the Company’s former Chief Financial Officer.

Other than as set forth herein, no executive officer’s total compensation exceeded $100,000 in any of the applicable years.

Name and Principal Position

Salary ($) (1)

Compensation ($)

President and CEO

(1) Consists of salary of $250,000 in each year and commissions of $103,359 and $539,386 earned in the fiscal years ended June 30, 2023 and 2022, respectively.

Employment Agreement

McBey entered into an employment agreement with Wilson-Davis, effective as of March 1, 2020, which terminated prior to the Closing.

McBey’s employment agreement provided for him to receive a bonus upon Wilson-Davis’ completion of the Business Combination.

The bonus was to be determined in part based upon the defined “Transaction Goodwill,” which was set forth in the Broker-Dealer Acquisition Agreement as $20,000,000.

That bonus would have included $100,000 plus an amount equal to 2% of the first $1,750,000 of the amount of Transaction Goodwill, 3% of the Transaction Goodwill in excess of $1,750,000 up to $4,000,000, 4% of the amount of Transaction Goodwill in excess of $4,000,000 up to $6,000,000, and 5% of the amount of Transaction Goodwill in excess of $6,000,000.

Under the foregoing formula, Mr.

McBey would have received a bonus of $732,500 upon the Wilson-Davis Closing.

Upon the closing of the Business Combination, Mr.

McBey received a $100,000 cash bonus and $267,509 in Short Term Notes and $344,991 in Long Term Notes.

For more information on the terms of the Short Term Notes and Long Term Notes, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments – Amendments to Broker-Dealer Acquisition Agreement .”

John Schaible

Executive Chairman

Craig Ridenhour

Robert McBey (2)

Former Chief Executive Officer

Richard Barber (3)

Former Chief Financial Officer

(1) Consists of consulting payments of $208,500 for each Executive Chairman and President and payments made to an affiliate entity as consulting services of $62,500 and $74,027, respectively, earned in the fiscal years ended June 30, 2025.

Includes (i) $215,278 of salary earned through the date of Mr.

McBey’s termination from the position of Chief Executive Officer, (ii) a cash bonus of $98,437 and (iii) $83,332 separation payment

Includes salary earned through the date of termination Mr.

Barber’s termination from the position of Chief Financial Officer.

Equity Incentive Plan

In connection with the Business Combination, the Board adopted and the stockholders approved the AtlasClear Holdings, Inc.

2024 Equity Incentive Plan (the “Incentive Plan”), which allows the compensation committee to provide cash incentive awards to selected officers and key employees, including our executive officers, based upon performance goals established by the compensation committee.

The purpose of the Incentive Plan is to enhance the Company’s ability to attract, retain and incentivize employees, independent contractors and directors and promote the success of its business.

The Board anticipates that equity compensation will be a vital element of the Company’s compensation program and believes the Incentive Plan is critical in enabling the Company to grant stock awards as an incentive and retention tool as the Company continues to compete for talent.

The Incentive Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and stock bonus awards.

Executive Employment Agreements

On September 19, 2025, the Company entered into employment agreements and amendments to employment agreements with each of John Schaible, the Company’s Executive Chairman, and Craig Ridenhour, the Company’s President, and on September 24, 2025, the Company entered into second amendments to such agreements with each such officer.

The employment agreements with Mr.

Schaible and Mr.

Ridenhour, as amended by such amendments (as so amended, the “Schaible Employment Agreement” and the “Ridenhour Employment Agreement,” respectively) provide for the employment of Mr.

Schaible and Mr, Ridenhour as Executive Chairman and President, respectively, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term.

Each executive is entitled to receive an initial annual base salary of $400,000, subject to review at least annually and increase to $450,000 and $500,000 in the second and third years of the term, respectively.

In addition, each executive is entitled to receive (i) a one-time cash signing bonus of $300,000, of which one-third is payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026;

and (ii) one-time stock grants of 700,000 shares and 286,842 shares on signing and July 1, 2026, respectively, in each case to vest on June 30 of the year following the grant.

Each executive is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 1% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices:

$0.75, $1.00, $1.24, $1.49 and $1.74.

Under each of the Schaible Employment Agreement and the Ridenhour Employment Agreement, if the applicable executive’s employment is terminated by the executive for Good Reason or by the Company without Cause (as such terms are defined in the employment agreements), other than due to the executive’s death or disability or the Company’s failure to renew the term, the applicable executive would be entitled to receive, in addition to accrued salary and benefits, and subject signing a release (i) a lump sum payment equal to three times the executive’s base salary and target bonus for the year of termination, minus $300,000, (ii) a lump sum payment equal to a pro-rata portion of the annual bonus that the executive would have earned for the year of termination based on the target bonus for such year, based on the portion of the year that the executive was employed by the Company, (iii) reimbursement for monthly “COBRA” premiums for a period not to exceed two years and (iv) treatment of any outstanding equity awards determined in accordance with the terms of the equity incentive plan and applicable award agreements.

If any such termination were to occur within 12 months of a Change in Control (as defined in the employment agreements), the executive would instead be entitled to receive, subject to certain conditions (i) a lump sum payment equal to three times the executive’s base salary and target bonus for the year of termination (or, if greater, the immediately preceding year), (ii) a lump sum payment equal to the executive’s target bonus for the year of termination (or, if greater, the year in which the Change in Control occurs), (iii) reimbursement for monthly “COBRA” premiums for a period not to exceed two years and (iv) treatment of any outstanding equity awards determined in accordance with the terms of the equity incentive plan and applicable award agreements.

On September 24, 2025, the Company entered into an employment agreement with Sandip Patel (the “Patel Employment Agreement”), a member of the Board, pursuant to which Mr.

Patel will be employed as the Company’s General Counsel and Chief Financial Officer, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term.

Patel is entitled to receive an initial annual base salary of $350,000, subject to review at least annually and increase to $400,000 and $450,000 in the second and third years of the term, respectively.

In addition, Mr.

Patel is entitled to receive a one-time cash signing bonus of $250,000, of which one-third is payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026.

Patel is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 0.5% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices:

$0.75, $1.00, $1.24, $1.49 and $1.74.

Under the Patel Employment Agreement, if Mr.

Patel’s employment is terminated by Mr.

Patel for Good Reason or by the Company without Cause (as such terms are defined in the Patel Employment Agreement), other than due to the executive’s death or disability or the Company’s failure to renew the term, Mr.

Patel would be entitled to receive, in addition to accrued salary and benefits, and subject signing a release (i) a lump sum payment equal to two times his base salary and target bonus for the year of termination, minus $300,000, (ii) a lump sum payment equal to a pro-rata portion of the annual bonus that the executive would have earned for the year of termination based on the target bonus for such year, based on the portion of the year that the executive was employed by the Company, (iii)

reimbursement for monthly “COBRA” premiums for a period not to exceed two years and (iv) treatment of any outstanding equity awards determined in accordance with the terms of the equity incentive plan and applicable award agreements.

If any such termination were to occur within 12 months of a Change in Control (as defined in the Patel Employment Agreement), Mr.

Patel would instead be entitled to receive, subject to certain conditions (i) a lump sum payment equal to two times the executive’s base salary and target bonus for the year of termination (or, if greater, the immediately preceding year), (ii) a lump sum payment equal to the executive’s target bonus for the year of termination (or, if greater, the year in which the Change in Control occurs), (iii) reimbursement for monthly “COBRA” premiums for a period not to exceed two years and (iv) treatment of any outstanding equity awards determined in accordance with the terms of the equity incentive plan and applicable award agreements.

Each of the Schaible Employment Agreement, the Ridenhour Employment Agreement and the Patel Employment Agreement contains covenants restricting the use of the Company’s confidential information, as well as regarding non-competition and the non-solicitation of employee and customer covenants during the term of employment and one year thereafter.

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

The following table sets forth information known to the Company regarding the beneficial ownership of shares of Common Stock as of April 15, 2024:

The following table sets forth information known to the Company regarding the beneficial ownership of shares of Common Stock as of September 19, 2025:

each person who is the beneficial owner of more than 5% of the outstanding shares of Common Stock;

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Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AtlasClear Holdings, Inc., 4030 Henderson Blvd., Suite 712, Tampa, FL 33629.

The percentage ownership of Common Stock is based on 12,455,157 shares of Common Stock outstanding April 15, 2024.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AtlasClear Holdings, Inc., 2203 North Lois Avenue, Suite 814, Tampa, FL 33607.

The percentage ownership of Common Stock is based on 126,819,145 shares of Common Stock outstanding as of September 25, 2025.

Number of Shares

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Directors and executive officers of AtlasClear Holdings:

Robert McBey(2)

Steven Carlson (2)

Craig Ridenhour

John Schaible (5)

James Tabacchi

Richard Barber(7)

Ilya Bogdanov

All executive officers and directors as a group (9 individuals)

Five Percent Holders:

Atlas FinTech Holdings Corp.(8)

Quantum Ventures LLC(9)

Chardan Quantum LLC(10)

Funicular Funds, LP(11)

Dark Forest Capital Management LP(12)

All directors and executive officers as a group (5 individuals)

Less than 1%.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o AtlasClear Holdings, Inc., 4030 Henderson Blvd., Suite 712, Tampa, FL 33629.

(2) Consists of (i) 950,000 Merger Consideration Shares received in the Business Combination and (ii) an interest payment on Mr.

McBey’s Seller Notes in the form of shares of Common Stock.

(3) Consists of (i) 128,213 shares of Common Stock and (ii) Private Warrants to purchase 52,928 shares of Common Stock that are currently exercisable.

(4) Consists of (i) 42,348 shares of Common Stock and (ii) Private Warrants to purchase 80,054 shares of Common Stock that are currently exercisable.

(5) Consists of (i) 243,194 shares of Common Stock and (ii) Private Warrants to purchase 354,088 shares of Common Stock that are currently exercisable.

(6) Consists of (i) 432,734 shares of Common Stock and (ii) Private Warrants to purchase 703,140 shares of Common Stock that are currently exercisable.

(7) Consists of (i) 25,000 shares of Common Stock and (ii) Private Warrants to purchase 40,000 shares of Common Stock that are currently exercisable.

(8) Consists of 3,490,000 Merger Consideration Shares received in the Business Combination.

AtlasBanc holds a 37.3% ownership interest in AtlasFinech but has sole power to vote or direct the vote of 64% or 2,233,600 of the shares of Common Stock.

The remaining voting interests of AtlasBanc are held by individual investors, none of which holds more than a 2.5% voting interest in Atlas Fintech.

AtlasBanc has three board members, including John Schaible, Chief Executive Officer of the Issuer and Craig Ridenhour, Chief Business Development Officer of the Issuer.

Any action by AtlasBanc with respect to the shares of Common Stock held by it, including voting and dispositive decisions, requires a majority vote of the board of directors.

Accordingly, under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the AtlasBanc’s board of directors, none of AtlasBanc’s directors is deemed to be a beneficial owner of Atlas FinTech’s securities, even those in which such director holds a pecuniary interest.

Accordingly, neither Mr.

Schaible nor Mr.

Ridenhours is deemed to have or share beneficial ownership of the shares of Common Stock held by Atlas Fintech.

The business address of Atlas Fintech is 4221 W.

Boy Scout Blvd., Suite 300, Tampa, FL 33607.

Consists of (i) 1,614,996 shares of Common Stock and (ii) Private Warrants to purchase two shares of Common Stock that are currently exercisable.

(9) The shares reported above are held in the name of Quantum Ventures LLC.

Schaible and Patel are two of the three managers of Quantum Ventures LLC.

Any action by Quantum Ventures LLC with respect to the Founder Shares held by it, including voting and dispositive decisions, requires a majority vote of the board of managers.

Accordingly, under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of Quantum Ventures LLC’s managers, none of the managers of Quantum Ventures LLC is deemed to be a beneficial owner of Quantum Ventures LLC’s securities, even those in which such manager holds a pecuniary interest.

Accordingly, none of such individuals is deemed to have or share beneficial ownership of the shares held by Quantum Ventures LLC.

(10) According to a Schedule 13G filed with the SEC on February 26, 2024, by Chardan Quantum LLC, Chardan Capital Markets LLC, Jonas Grossman, Steven Urbach, and Kerry Propper (collectively, the “Chardan Reporting Persons”) with respect to the shares beneficially owned and held by the Chardan Reporting Persons.

The shares reported in this Schedule 13G consist of (i) 949,084 shares of Common Stock held by Chardan Quantum LLC, (ii) 253,200 of the shares of Common Stock issuable upon exercise of Private Warrants and (iii) 253,200 of the shares of Common Stock issuable upon conversion of the Chardan Note.

The Private Warrants and Chardan Note are currently exercisable/convertible, but contain provisions preventing their exercise or conversion to the extent that such exercise or conversion would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Common Stock outstanding immediately after giving effect to such exercise or conversion.

The amounts reported below represent the number of shares of Common Stock that would be issuable upon exercise/conversion of the Private Warrants and Chardan Note giving effect to these blocking provisions, and do not include additional shares underlying the Private Warrants and Chardan Note.

The Chardan Note is convertible at the election of the holder at a conversion price equal to 90% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date.

Grossman, as managing member of Chardan Quantum, may be deemed to beneficially own the shares (including shares underlying Private Warrants) held directly by Chardan Quantum, representing 9.99% of the Issuer’s Common Stock outstanding immediately after giving effect to such exercise.

Grossman, Mr.

Urbach and Mr.

Propper, as the members of CCM, may be deemed to beneficially own the shares underlying the Chardan Note held directly by CCM, representing approximately 2.1% of the Common Stock outstanding immediately after giving effect to such conversion.

The business address of Chardan Quantum LLC is 17 State Street, New York, NY 10004.

(11) According to a Schedule 13G filed with the SEC on February 16, 2024 by Funicular Funds, LP (the “Fund”) with respect to the shares beneficially owned and held by the Fund.

The General Partner of the Fund is Cable Car Capital LLC (“Cable Car”).

Jacob Ma-Weaver is the Managing Member of Cable Car and the ultimate individual responsible for directing the voting and disposition of shares held by the Fund.

Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of all the shares owned by the Fund.

Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of all the shares owned by the Fund.

The number of shares held by Funicular Funds, LP is reported as of February 16, 2024, as stated in the Schedule 13G.

In addition, pursuant to the Funicular Purchase Agreement, at the Closing the Sponsor transferred 600,000 Founder Shares and 600,000 Private Warrants to the Fund.

The address for the Fund and Cable Car is 2261 Market Street #4307, San Francisco, CA 94114.

(12) According to a Schedule 13G filed with the SEC on November 8, 2021 by Dark Forest Capital Management LP, (the “Firm”), and Dark Forest Global Equity Master Fund LP (“Dark Forest Master”).

The Firm and Dark Forest Master share voting and dispositive power with respect to all of the securities.

The Firm, as the investment manager to Dark Forest Master, may be deemed to beneficially own these securities.

Jacob Kline is the managing member of the general partner of the Firm and exercises investment discretion with respect to these securities.

The number of shares held by Firm and Dark Forest Master is reported as of October 28, 2021, as stated in the Schedule 13G, which does not reflect any redemption of shares by Quantum in connection with extensions of the deadlines to complete its business combination or the business combination itself, or any other transactions after October 28, 2021.

The address for the Firm and Dark Forest Master is 151 West Avenue, Darien, Connecticut 06820.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o AtlasClear Holdings, Inc., 2203 Lois Avenue, Suite 814, Tampa, FL 33607.

Consists of (i) 0 shares of Common Stock (on a post-split basis) and (ii) Private Warrants to purchase 52,928 shares (on a post-split basis) of Common Stock that are currently exercisable.

Consists of (i) 706 shares of Common Stock (on a post-split basis) and (ii) Private Warrants to purchase 1,335 shares (on a post-split basis) of Common Stock that are currently exercisable.

Consists of (i) 4,054 shares of Common Stock (on a post-split basis) and (ii) Private Warrants to purchase 5,902 shares (on a post-split basis) of Common Stock that are currently exercisable.

Consists of (i) 798,237 shares of Common Stock (on a post-split basis) and (ii) Private Warrants to purchase 11,719 shares (on a post-split basis) of Common Stock that are currently exercisable.

Certain Relationships and Related Transactions, and Director Independence

Quantum Related Person Transactions

On October 23, 2020, Quantum Ventures purchased 4,312,500 founder shares from us for $25,000, or $0.006 per share.

In January 2021, Quantum Ventures sold 813,500 founder shares to Chardan Quantum and 35,000 founder shares to each of our directors, in each case at the original price per share, resulting in Quantum Ventures holding a balance of 3,254,000 founder shares.

We refer to these shares held by our Co-sponsors, officers and directors as “founder shares.” On February 4, 2021, we effected a stock dividend of 718,750 shares with respect to our Common Stock, resulting in our initial stockholders holding an aggregate of 5,031,250 founder shares.

On February 9, 2021, Quantum Ventures purchased from us 4,450,000 Quantum Private Warrants and Chardan Quantum purchased from us 1,112,500 Quantum Private Warrants, in each case, at a price of $1.00 per warrant, for an aggregate purchase price of $5,562,500

in a private placement that closed simultaneously with the closing of our IPO.

Each Quantum Private Warrant is exercisable for one (1) share of Common Stock at an exercise price of $11.50 per share.

On February 12, 2021, the underwriters fully exercised their over-allotment option, resulting in Quantum Ventures purchasing an additional 472,500 Quantum Private Warrants from us and Chardan Quantum purchasing an additional 118,125 Quantum Private Warrants from us, in each case, at a price of $1.00 per warrant for an aggregate additional purchase price of $590,625.

If we do not complete our initial business combination by February 9, 2023 (or, the Extended Date, as applicable), the proceeds from the sale of the Quantum Private Warrants will be included in the liquidating distribution to the holders of our Public Shares.

The Quantum Private Warrants are identical to the warrants sold as part of the public units in the IPO except that (i) each Quantum Private Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and (ii) the Quantum Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

Commencing on February 4, 2021 through the completion of our initial business combination with a target business, we pay to Quantum Ventures a fee of $10,000 per month for providing us with office space and certain office and secretarial services.

We cancelled this agreement effective May 9, 2023.

In order to meet our working capital needs, our initial stockholders, officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional Quantum Private Warrants to purchase shares of Common Stock at a conversion price of $1.00 per Quantum Private Warrant.

Such Quantum Private Warrants are identical to the Quantum Private Warrants issued at the closing of the IPO, except that (i) each Quantum Private Warrant is exercisable for one share of Common Stock at an exercise price of $11.50 per share, and (ii) the Quantum Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

Our stockholders have approved the issuance of the Quantum Private Warrants and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.

If we do not complete a business combination, the loans would not be repaid.

In October 2021, Quantum Ventures committed to provide us up to $2,000,000 in Working Capital Loans.

In February 2022, Quantum Ventures committed to provide us up to an additional $1,000,000 for a total of $3,000,000 in Working Capital Loans.

Refer to Note 5 of our financial statements.

On March 14, 2022, we issued an unsecured promissory note, effective as of January 3, 2022, in the amount of up to $480,000 to Quantum Ventures as evidence of the working capital loans.

The note bears no interest and is payable in full upon the earlier (i) February 9, 2023 and (ii) the effective date of the consummation of our initial business combination.

Refer to Note 11 of our financial statements.

The note is required to be repaid in cash at the Closing and is not convertible into Quantum Private Warrants.

We may raise additional capital through loans or additional investments from Quantum Ventures or its stockholders, officers, directors, or third parties, however, pursuant to the Merger Agreement, the Company needed approval from TradeStation to borrow amounts over $500,000.

Upon the termination of the Merger Agreement, such condition is no longer applicable.

The holders of our Founder Shares, as well as the holders of the Quantum Private Warrants (and all underlying securities), are entitled to registration and stockholder rights pursuant to a registration and stockholder rights agreement.

The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination.

Notwithstanding the foregoing, Chardan Quantum may not exercise its demand and “piggyback” registration rights after February 4, 2026 and February 4, 2028, respectively, and may not exercise its demand rights on more than one occasion.

We will bear the expenses incurred in connection with the filing of any such registration statements.

On October 1, 2020, we issued an unsecured promissory note to Quantum Ventures, pursuant to which we were entitled to borrow up to an aggregate principal amount of $200,000.

The promissory note was non-interest bearing and payable on the earlier of (i) January 31, 2021 and (ii) the completion of the IPO.

As of December 31, 2020, there was $130,100 in borrowings outstanding under the promissory note.

The outstanding balance under the promissory note was repaid at the closing of the IPO on February 9, 2021.

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations.

There is no limit on the amount of out-of-pocket expenses reimbursable by us;

provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors who owned our shares of Common Stock prior to our IPO, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

We entered into indemnity agreements with each of our officers and directors.

These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified to the fullest extent permitted by applicable law and our amended and restated articles of incorporation.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions, including the payment of any compensation, will require prior approval by a majority of our disinterested independent directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested independent directors (or, if there are no independent directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

We paid to Chardan an underwriting discount of $0.225 per unit purchased by it in our IPO.

We also engaged Chardan as an advisor in connection with our business combination, pursuant to the Business Combination Marketing Agreement.

We agreed to pay Chardan a marketing fee for such services upon the consummation of our initial business combination in an amount equal to, $7,043,750, or 3.5% of the gross proceeds of the IPO, including the proceeds from the full exercise of the underwriters’ over-allotment option.

In connection with the Closing, AtlasClear Holdings and Chardan agreed that the fee, in the amount of $7,043,750 would be waived in exchange for the issuance by AtlasClear Holdings to Chardan of a convertible promissory note in the aggregate principal amount of $4,150,000.

Wilson-Davis and AtlasClear Related Party Transactions

McBey entered into an employment agreement with Wilson-Davis, effective as of March 1, 2020, which terminated prior to the Closing.

McBey’s employment agreement provided for him to receive a bonus upon Wilson-Davis’ completion of the Business Combination.

The bonus was to be determined in part based upon the defined “Transaction Goodwill,” which was set forth in the Broker-Dealer Acquisition Agreement as $20,000,000.

Under the foregoing formula, Mr.

McBey would have received a bonus of $732,500 upon the Wilson-Davis Closing.

Upon the closing of the Business Combination, Mr.

McBey received a $100,000 cash bonus and $267,509 in Short Term Notes and $344,991 in Long Term Notes.

The Short-Term Notes accrue interest at a rate of 9% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, cash), and are convertible at the option of the holder at any time during the continuance of an event of default, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion.

The Long-Term Notes accrue interest at a rate of 13% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, in cash), and are convertible at the option of the holder at any time commencing six months after the Closing Date, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion (or 85% if an event of default occurs and is continuing).

Between 2003 and 2008, Wilson-Davis entered into six subordinated loan agreements totaling $650,000, all of which is payable to current and former officers and directors of Wilson-Davis.

The agreements renew annually and provide for interest at 5% per annum.

Wilson-Davis anticipates that all notes will be renewed for additional one-year periods, unless circumstances or Wilson-Davis

requirements change.

The loan principal and interest are unsecured and subordinated in right of payment to all claims of present and future creditors of Wilson-Davis.

These subordinated loans were not repaid upon Closing.

On November 16, 2022, AtlasClear, Atlas FinTech, and Atlas Financial Technologies, Corp., a subsidiary of Atlas FinTech, entered into the Contribution Agreement.

Pursuant to the Contribution Agreement, Atlas FinTech and Atlas Financial Technologies, Corp.

transferred to AtlasClear their right, title and interest in and to certain software products and intellectual property.

Additionally, Atlas FinTech agreed to transfer its membership interests in Quantum Ventures and all of its right, title and interest in the underlying Founder Shares to AtlasClear.

Pre-Business Combination Related Person Transactions

On March 14, 2022, Quantum issued an unsecured promissory note, effective as of January 3, 2022, in the amount of up to $480,000 to Quantum Ventures as evidence of the working capital loans.

The note bore no interest and was payable in full upon the earlier (i) February 9, 2023 and (ii) the effective date of the consummation of Quantum’s initial business combination.

The note was required to be repaid in cash at the closing of the Business Combination and was not convertible into Private Warrants.

A principal balance of $480,000 had been advanced under the note.

On February 9, 2024, upon the closing of the Business Combination, the unsecured promissory note, among other indebtedness, was settled with the issuance of 33,334 shares described below.

In connection with the closing of the Business Combination the Company issued 33,334 shares of Common Stock to Qvent, LLC, an affiliate of Quantum Ventures, in settlement of an aggregate of $4,577,569 advanced to Quantum through the closing date of the Business Combination.

In October 2023, certain investors provided an aggregate of $1,300,000 in subordinated demand notes which were funded on October 13, 2023.

The investors included Mr.

Schaible who funded $250,000 through a wholly-owned entity, Mr.

Barber who funded $75,000 and other owners of Wilson-Davis.

Schaible who funded $250,000 through a wholly-owned entity and other owners of Wilson-Davis.

The demand notes are expected to mature on October 13, 2025 and have an interest rate of 5% per annum, payable quarterly.

Post-Business Combination Related Party Transactions

On February 16, 2024, AtlasClear and Pacsquare entered into the Pacsquare Purchase Agreement, pursuant to which certain technology assets were transferred to AtlasClear.

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Following the Closing, Mr.

Schaible, Chief Strategy Officer of AtlasClear and Mr.

Ridenhour, Chief Business Development Officer and a director of AtlasClear, each have a less than 10% ownership interest in Atlas FinTech which, prior to the Business Combination, owned 50% of AtlasClear.

McBey, Chairman and Chief Executive Officer of AtlasClear Holdings and AtlasClear, has also had a 50% ownership interest in AtlasClear prior to the Business Combination.

Schaible, Executive Chairman of AtlasClear and Mr.

Ridenhour, President and a director of AtlasClear, each had a less than 10% ownership interest in Atlas FinTech which, prior to the Business Combination, owned 50% of AtlasClear.

On August 9, 2024, Atlas FinTech and the Company entered into the Atlas FinTech Agreement pursuant to which the Company issued to Atlas FinTech 46,471 shares of Common Stock in settlement of $803,860 of expenses that were paid by Atlas FinTech in connection with a previous proposed business combination of Quantum.

During 2025, Sandip I.

Patel, P.A., a law firm that is wholly owned by Sandip I.

Patel, our director, provided legal and consulting services to the Company.

As consideration for such services, on July 17, 2025, the Company issued to Mr.

Patel 800,000 shares of Common Stock as retainer for legal services.

The shares were valued based on the closing price of the date of issuance of $0.21 for total retainer value amount of $169,920.

On September 16, 2025, the Company entered Securities Purchase Agreements with certain investors.

$600,000 of the aggregate principal amount of the Notes sold pursuant to the Securities Purchase Agreements was purchased by Sixth Borough Capital Fund, LP,

an entity controlled by Robert D.

Keyser, Jr., our director and the Chief Executive Officer of Dawson James Securities, Inc., the placement agent with respect to the Notes offering (the “Placement Agent”).

On September 19 and September 23, 2025, the Company entered into additional securities purchase agreements with certain additional investors.

$1,000,000 of the aggregate principal amount of the additional Notes sold pursuant to the Securities Purchase Agreements were purchased by Sandip Patel, our director and executive officer.

$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., our director and the Chief Executive Officer of the Placement Agent.

The Notes do not bear interest, and mature on the earlier of six months from issuance or the date that the Company completes a Qualified Financing (meaning an issuance and sale of capital stock raising gross proceeds of at least $10 million, as defined in the Notes).

The Notes may be converted into equity, at each holder’s option, at the closing of a Qualified Financing, at the same per share price as the securities sold in the Qualified Financing.

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).

Director Independence

The Board determined, based on information provided by each director concerning his background, employment and affiliations, that Steven J.

Carlson, Thomas J.

Hammond, Sandip I.

Patel and James Tabacchi, representing four of the Company’s seven directors, do not have material relationships with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the NYSE listing standards and the rules of the SEC relating to director independence requirements.

The Board determined, based on information provided by each director concerning his background, employment and affiliations, that Steven Carlson, Thomas J.

Hammond and Robert D.

Keyser, Jr., representing three of the Company’s six directors, do not have material relationships with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the NYSE American listing standards and the rules of the SEC relating to director independence requirements.

In making these determinations, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of the Company’s securities by non-employee directors and the transactions described above under the heading “Certain Relationships and Related Party Transactions” of this Annual Report.

Principal Accountant Fees and Services

On February 15, 2024, Marcum LLP was dismissed as Quantum’s independent registered public accounting firm, as AtlasClear Holdings engaged Wilson-Davis’ auditor, Haynie & Company (“Haynie”), as its independent registered public accounting firm following the closing of the Business Combination.Since February 15, 2024, Haynie acts as our independent registered public accounting firm.

Since February 15, 2024, Haynie acts as our independent registered public accounting firm.

The following is a summary of fees paid to Haynie for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of Quantum’s financial statements for the years ended December 31, 2023 and 2022.

Audit fees consist of fees billed for professional services rendered for the audit of (i) the Company’s financial statements for the six months ended June 30, 2024, in the amount of $115,213, and (ii) the Company’s financial statements for the year ended June 30, 2025, in the amount of $216,362.

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Haynie for consultations concerning financial accounting and reporting standards for the year ended December 31, 2023 and 2022.

We did not pay Haynie for tax planning and tax advice for the years ended December 31, 2023 and 2022.

We did not pay Haynie for consultations concerning financial accounting and reporting standards for the six months ended June 30, 2024, and for the year ended June 30, 2025.

We did not pay Haynie for tax planning and tax advice for the six months ended June 30, 2024, and for the year ended June 30, 2025.

All Other Fees.

We did not pay Haynie for other services for the years ended December 31, 2023 and 2022.

We did not pay Haynie for other services for the six months ended June 30, 2024, and for the year ended June 30, 2025.

Pre-Approval Policy

4 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID # 457)

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Consolidated Balance Sheets as of June 30, 2025 and June 30, 2024

Consolidated Statements of Operations for the Year Ended June 30, 2025 and for the Six -Months Ended June 30, 2024

Consolidated Statements of Changes in Stockholders’ Deficit for the Year Ended June 30, 2025 and for the Six – Months Ended June 30, 2024

Consolidated Statements of Cash Flows for the Year Ended June 30, 2025 and for the Six – Months Ended June 30, 2024

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto contained in this Annual Report on Form 10-K.

(3) Exhibits required by Item 601 of Regulation S-K

Business Combination Agreement, dated as of November 16, 2022, by and among Quantum FinTech Acquisition Corporation, Calculator New Pubco, Inc., Calculator Merger Sub 1, Inc., Calculator Merger Sub 2, Inc., AtlasClear, Inc., Atlas FinTech Holdings Corp.

and Robert McBey (incorporated by reference to Exhibit 2.1 to Quantum’s Current Report on Form 8-K (File No.

001-40009), filed with the SEC on November 17, 2022).

Amendment No.

1 to Business Combination Agreement, dated as of April 28, 2023, by and between Quantum FinTech Acquisition Corporation and AtlasClear, Inc.

(incorporated by reference to Exhibit 2.1 to Quantum’s Current Report on Form 8-K (File No.

001-40009), filed with the SEC on May 2, 2023).

Amendment No.

2 to Business Combination Agreement, dated as of August 8, 2023, by and between Quantum FinTech Acquisition Corporation and AtlasClear, Inc.

(incorporated by reference to Exhibit 2.1 to Quantum’s Current Report on Form 8-K (File No.

001-40009), filed with the SEC on August 10, 2023).

Business Combination Agreement Waiver, dated as of October 19, 2023 by and between Quantum FinTech Acquisition Corporation and AtlasClear, Inc.

(incorporated by reference to Exhibit 2.1 to Quantum’s Current Report on Form 8-K (File No.

001-40009), filed with the SEC on October 20, 2023).

Amendment No.

3 to Business Combination Agreement, dated as of November 6, 2023, by and between Quantum FinTech Acquisition Corporation and AtlasClear, Inc.

(incorporated by reference to Exhibit 2.1 to Quantum’s Current Report on Form 8-K (File No.

001-40009), filed with the SEC on November 6, 2023).

Amendment No.

4 to Business Combination Agreement, dated as of November 22, 2023, by and between Quantum FinTech Acquisition Corporation and AtlasClear, Inc.

(incorporated by reference to Exhibit 2.1 to Quantum’s Current Report on Form 8-K (File No.

001-40009), filed with the SEC on November 24, 2023).

Amendment No.

5 to Business Combination Agreement, dated as of December 14, 2023, by and between Quantum FinTech Acquisition Corporation and AtlasClear, Inc.

(incorporated by reference to Exhibit 2.1 to Quantum’s Current Report on Form 8-K (File No.

001-40009), filed with the SEC on December 15, 2023).

Amendment No.

6 to Business Combination Agreement, dated as of January 8, 2024, by and between Quantum FinTech Acquisition Corporation and AtlasClear, Inc.

001-40009), filed with the SEC on January 9, 2024).

Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc.

1 unchanged sentence

001-41956), filed with the SEC on February 15, 2024).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on January 8, 2025).

Certificate of Amendment to Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on January 8, 2025).

Amended and Restated By-Laws of AtlasClear Holdings, Inc.

1 unchanged sentence

001-41956), filed with the SEC on February 15, 2024).

Amendment to the Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on December 27, 2024).

Assignment, Assumption and Amendment Agreement, dated as of February 9, 2024, by and among Quantum FinTech Acquisition Corporation, Calculator New Pubco, Inc.

2 unchanged sentences

001-41956), filed with the SEC on February 15, 2024).

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (File No.

001 41956), filed with the SEC on October 16, 2024).

Securities Purchase Agreement, dated as of February 9, 2024, among Quantum FinTech Acquisition Corporation, AtlasClear Holdings, Inc.

82 unchanged sentences

AtlasClear Holdings, Inc.

2024 Equity Incentive Plan.

(incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K (File No.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on February 15, 2024).

Form of Indemnification Agreement.

(incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K (File No.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on February 15, 2024).

Source Code Purchase and Master Services Agreement, dated as of February 16, 2024, by and between Pacsquare Technologies LLC and AtlasClear, Inc.

AtlasClear Holdings, Inc.

Code of Business Conduct and Ethics.

(incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.

001-41956), filed with the SEC on April 16, 2024).

At-the-Market Agreement, dated as of July 31, 2024, between AtlasClear Holdings Corporation and Tau Investment Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on August 2, 2024).

Amended and Restated Convertible Promissory Note, dated as of October 23, 2024, by and between AtlasClear Holdings, Inc.

and Chardan Capital Markets, LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on October 25, 2024).

First Amendment to Registration Rights Agreement, dated as of October 23, 2024, by and between AtlasClear Holdings, Inc.

and Chardan Capital Markets, LLC.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-41956), filed with the SEC on October 25, 2024).

Amendment to Agreement and Plan of Merger Agreement and Plan of Merger, dated as of November 14, 2024, by and between the Company and Commercial Bancorp (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

001-41956), filed with the SEC on November 15, 2024).

Securities Purchase Agreement, dated December 31, 2024, by and among AtlasClear Holdings, Inc.

and Hanire, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K (File No.

001 41956), filed with the SEC on January 8, 2025).

Registration Rights Agreement, dated December 31, 2024, by and among AtlasClear Holdings, Inc.

and Hanire, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8 K (File No.

001 41956), filed with the SEC on January 8, 2025).

Convertible Promissory Note, dated December 31, 2024, by and between AtlasClear Holdings, Inc.

and Hanire, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8 K (File No.

001 41956), filed with the SEC on January 8, 2025).

Amendment, Waiver and Consent by and between AtlasClear Holdings, Inc.

and Funicular Funds, LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8 K (File No.

001 41956), filed with the SEC on January 8, 2025).

At-the-Market Agreement, dated as of February 5, 2025, between AtlasClear Holdings, Inc.

and Tau Investment Partners LLC (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No.

001-41956), filed with the SEC on February 19, 2025).

AtlasClear Holdings, Inc.

2024 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No.

001-41956), filed with the SEC on February 19, 2025).

Marketing Services Agreement, dated September 25, 2024, between AtlasClear Holdings, Inc.

and Outside The Box Capital Inc.

(incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1, as amended (File No.

333-284095), filed with the SEC on March 5, 2025).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K (File No.

001-41956), filed with the SEC on September 17, 2025).

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8 K (File No.

001-41956), filed with the SEC on September 17, 2025).

Employment Agreement with John Schaible, dated September 19, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8 K (File No.