AtlasClear Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data The consolidated financial statements required pursuant to this item are included in Part IV, Item 15 of this Annual Report, beginning on page F-2. ​ ​ 52 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (HAYNIE & COMPANY PCAOB ID # 457) F-2 ​ ​ Consolidated Financial Statements ​ Consolidated Balance Sheets as of June 30, 2025 and June 30, 2024 F-3 Consolidated Statements of Operations for the Year Ended June 30, 2025, for the Six-Months Ended June 30, 2024 F-4 Consolidated Statements of Changes in Stockholders’ Deficit for the Year Ended June 30, 2025, and for the Six-Months Ended June 30, 2024 F-5 Consolidated Statements of Cash Flows for the Year Ended June 30, 2025, and for the Six Months Ended June 30, 2024 F-6 Notes to Consolidated Financial Statements F-8 ​ ​ ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of AtlasClear Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AtlasClear Holdings, Inc. (the Company) as of June 30, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders ’ equity (deficit), and cash flows for the year ended June 30, 2025 and the six months ended June 30, 2024 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024 and the results of its operations and its cash flows for the year ended June 30, 2025 and for the six months ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company ’ s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited liquidity and needs to raise additional capital to maintain operations. As more fully described in Note 1 to the financial statements, the Company intends to raise additional capital through loans or additional investments. There is no assurance that the Company will be able to raise the additional capital. These factors raise substantial doubt about its ability to continue as a going concern. Management ’ s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company ’ s management. Our responsibility is to express an opinion on the Company ’ s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company ’ s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Haynie & Company Haynie & Company Salt Lake City, Utah September 29, 2025 We have served as the Company’s auditor since 2024. ​ ​ F-2 Table of Contents ATLASCLEAR HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ 2025 2024 ASSETS ​ ​ Cash and cash equivalents $ 7,533,690 $ 6,558,176 Cash segregated - customers ​ ​ 21,874,954 ​ ​ 20,548,972 Cash segregated - PAB ​ 200,575 ​ 200,738 Receivables - broker-dealers and clearing organizations ​ 4,179,625 ​ 1,333,306 Receivables - customers, net of allowance for credit losses of $401,128 ​ 320,815 ​ 823,784 Other receivables ​ ​ 251,099 ​ ​ 64,842 Prepaids ​ ​ 573,175 ​ ​ 67,967 Trading securities, market value, net ​ ​ 5 ​ ​ 55 Total Current Assets ​ ​ 34,933,938 ​ ​ 29,597,840 ​ ​ ​ ​ ​ ​ ​ Operating lease right to use lease asset ​ ​ 179,267 ​ ​ 326,336 Property and equipment, net ​ ​ — ​ ​ 16,080 Customer list, net ​ ​ 12,932,106 ​ ​ 14,150,856 Goodwill ​ ​ 6,142,525 ​ ​ 7,706,725 Developed technology, net ​ ​ 1,785,104 ​ ​ 1,726,500 Bank acquisition deposit ​ ​ 63,645 ​ ​ 91,200 Cash deposits - broker-dealers and clearing organizations ​ ​ 4,265,000 ​ ​ 3,515,000 Other assets ​ 591,248 ​ 336,017 TOTAL ASSETS ​ $ 60,892,833 ​ $ 57,466,554 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ LIABILITIES ​ ​ ​ ​ ​ ​ Payables to customers ​ $ 23,935,348 ​ $ 20,162,973 Accounts and payables to officers/directors ​ ​ 199,088 ​ ​ 686,579 Accounts payable and accrued expenses ​ 6,194,311 ​ 5,393,912 Payables - broker-dealers and clearing organizations ​ 497,660 ​ 4,915 Commissions, payroll and payroll taxes ​ 395,214 ​ 273,386 Current portion of lease liability ​ 111,983 ​ 149,499 Stock payable ​ ​ — ​ ​ 259,893 Secured convertible note, net ​ — ​ 6,857,101 Promissory notes ​ 1,207,797 ​ 852,968 Short-term merger financing, net ​ — ​ 5,092,083 Current portion of long-term merger financing, net ​ ​ 980,106 ​ ​ — Convertible notes, net ​ ​ — ​ ​ 3,783,437 Derivative liability - convertible notes ​ ​ 103,185 ​ ​ — Merger financing payable ​ ​ 1,618,575 ​ ​ — Merger financing payable - derivative ​ ​ 63,696 ​ ​ — Tau agreement ​ ​ 539,787 ​ ​ — Contingent guarantee ​ ​ — ​ ​ 3,256,863 Subscription agreement ​ ​ 2,489,945 ​ ​ 2,425,647 Stock payable- related party ​ ​ 55,087 ​ ​ 55,087 Excise tax payable ​ 2,611,618 ​ 2,067,572 Total Current Liabilities ​ ​ 41,003,400 ​ ​ 51,321,915 ​ ​ ​ ​ ​ ​ ​ Accrued contingent liability ​ ​ 100,000 ​ ​ 100,000 Long-term secured convertible note, net ​ ​ 8,909,070 ​ ​ — Long-term merger financing, net ​ ​ — ​ ​ 7,606,561 Long-term convertible notes, net ​ ​ 718,866 ​ ​ — Derivative liability - convertible notes ​ ​ — ​ ​ 16,462,690 Derivative liability - warrants ​ ​ 123,062 ​ ​ 307,656 Earnout - liability ​ ​ 11,369,000 ​ ​ 12,298,000 Deferred income tax liability ​ ​ 3,366,137 ​ ​ 5,245,886 Subordinated borrowings ​ ​ 1,930,000 ​ ​ 1,950,000 Trading account deposit ​ ​ 100,000 ​ ​ 100,000 Long-term lease liability ​ ​ 70,746 ​ ​ 182,729 TOTAL LIABILITIES ​ ​ 67,690,281 ​ ​ 95,575,437 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies (Note 9) ​ ​ ​ ​ ​ ​ Common stock subject to possible redemption ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding ​ — ​ — Common stock, $0.0001 par value; 500,000,000 shares authorized; 40,165,603 and 207,585 shares issued and outstanding at June 30, 2025 and 2024, respectively ​ 4,016 ​ 21 Stock subscription receivable ​ ​ (41,089) ​ ​ — Additional paid-in-capital ​ 135,763,445 ​ 110,165,209 Accumulated Deficit ​ (142,523,820) ​ (148,274,113) TOTAL STOCKHOLDERS’ DEFICIT ​ (6,797,448) ​ (38,108,883) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ $ 60,892,833 ​ $ 57,466,554 ​ The accompanying notes are an integral part of the consolidated financial statements. F-3 Table of Contents ATLASCLEAR HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FOR THE YEAR ​ FOR THE PERIOD ​ ​ ENDED ​ ENDED ​ ​ June 30, ​ June 30, ​ 2025 2024 REVENUES ​ ​ ​ ​ ​ ​ Commissions ​ $ 5,937,532 ​ $ 2,679,673 Vetting fees ​ ​ 1,459,321 ​ ​ 499,125 Clearing fees ​ ​ 3,165,714 ​ ​ 756,393 Net gain/(loss) on firm trading accounts ​ ​ 6,580 ​ ​ 10,046 Other revenue ​ ​ 287,465 ​ ​ 56,246 TOTAL REVENUES ​ 10,856,612 ​ ​ 4,001,483 ​ ​ ​ ​ ​ ​ ​ EXPENSES ​ ​ ​ ​ ​ ​ Compensation, payroll taxes and benefits ​ 6,150,257 ​ ​ 2,386,837 Data processing and clearing costs ​ 2,104,107 ​ ​ 1,299,527 Regulatory, professional fees and related expenses ​ 4,137,631 ​ ​ 11,649,470 Stock compensation - founder share transfer ​ — ​ ​ 1,462,650 Communications ​ 650,560 ​ ​ 254,608 Occupancy and equipment ​ 211,347 ​ ​ 76,324 Transfer fees ​ 210,423 ​ ​ 75,425 Bank charges ​ 223,938 ​ ​ 88,253 Bad debt ​ ​ 398,826 ​ ​ — Intangible assets amortization ​ ​ 1,362,446 ​ ​ 791,375 Other ​ 324,358 ​ ​ 185,840 TOTAL EXPENSES ​ 15,773,893 ​ ​ 18,270,309 ​ ​ ​ ​ ​ ​ ​ LOSS FROM OPERATIONS ​ ​ (4,917,281) ​ ​ (14,268,826) ​ ​ ​ ​ ​ ​ ​ OTHER INCOME/(EXPENSE) ​ ​ ​ ​ ​ ​ Interest income ​ ​ 1,996,399 ​ ​ 1,195,081 Net gain on settlement ​ ​ — ​ ​ 146,706 Loss on AtlasClear asset acquisition ​ ​ — ​ ​ (86,392,769) Change in fair value, warrant liability derivative ​ ​ 184,594 ​ ​ — Change in fair value, convertible note derivative ​ ​ 3,990,385 ​ ​ (3,585,902) Change in fair value, long-term and short-term note derivative ​ ​ 12,369,120 ​ ​ (11,208,055) Change in fair value, contingent guarantee ​ ​ (839,775) ​ ​ (3,256,863) Change in fair value, non-redemption agreement ​ ​ — ​ ​ (164,626) Change in fair value, WDCO sellers convertible notes ​ ​ 49,348 ​ ​ — Change in fair value, earnout liability ​ ​ 929,000 ​ ​ (1,335,000) Change in fair value, subscription agreement ​ ​ (64,298) ​ ​ (38,796) Change in fair value, stock payable ​ ​ 232,793 ​ ​ 985,072 Change in fair value, Tau agreement ​ ​ (357,435) ​ ​ — Extinguishment of accrued expenses ​ ​ — ​ ​ 879,473 Interest expense ​ ​ (8,081,938) ​ ​ (3,732,178) TOTAL OTHER INCOME/(EXPENSE) ​ ​ 10,408,193 ​ ​ (106,507,857) ​ ​ ​ ​ ​ ​ ​ NET INCOME/(LOSS) BEFORE INCOME TAXES ​ 5,490,912 ​ ​ (120,776,683) ​ ​ ​ ​ ​ ​ ​ Income tax (expense) benefit ​ ​ 259,381 ​ ​ 569,736 NET INCOME/(LOSS) ​ $ 5,750,293 ​ $ (120,206,947) Basic and diluted net income (loss) per share, redeemable common stock ​ $ — ​ $ (609.72) Basic and diluted weighted average shares outstanding, redeemable common stock ​ ​ — ​ ​ 18,500 Basic net income (loss) per share, non-redeemable common stock ​ $ 0.96 ​ $ (696.05) Diluted net income (loss) per share, non-redeemable common stock ​ $ (0.38) ​ $ (696.05) Basic and diluted weighted average shares outstanding, non-redeemable common stock ​ ​ 5,987,645 ​ ​ 178,651 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ F-4 Table of Contents ATLASCLEAR HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEAR ENDED OR PERIOD ENDED JUNE 30, 2025 AND FOR THE PERIOD ENDED JUNE 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Subscription ​ Paid-in ​ Accumulated ​ Stockholders’ ​ Shares Amount Receivable Capital Deficit Deficit Balance — December 31, 2023 ​ 83,854 ​ $ 8 ​ $ — ​ $ — ​ $ (11,512,884) ​ $ (11,512,876) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock no longer subject to redemption ​ 1,825 ​ ​ — ​ ​ — ​ ​ 1,195,566 ​ ​ — ​ ​ 1,195,566 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock issued to settled vendor obligations ​ 5,886 ​ ​ 1 ​ ​ — ​ ​ 1,459,975 ​ ​ — ​ ​ 1,459,976 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock Compensation Expense - Founder Shares transferred at closing ​ — ​ ​ — ​ ​ — ​ ​ 1,462,650 ​ ​ — ​ ​ 1,462,650 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Founder Shares transferred at closing to non-redemption agreement holders ​ — ​ ​ — ​ ​ — ​ ​ 1,606,279 ​ ​ — ​ ​ 1,606,279 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Founder Shares transferred at closing as consideration for Wilson Davis Acquisition ​ — ​ ​ — ​ ​ — ​ ​ 6,000,000 ​ ​ — ​ ​ 6,000,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Founder Shares and warrants transferred to Secured convertible note holders ​ — ​ ​ — ​ ​ — ​ ​ 1,250,698 ​ ​ — ​ ​ 1,250,698 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to settle related party advances and promissory notes, net of deemed dividend ​ 33,333 ​ ​ 3 ​ ​ — ​ ​ 19,999,800 ​ ​ (15,422,234) ​ ​ 4,577,569 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as purchase consideration for the assets of AtlasClear, Inc. ​ 74,000 ​ ​ 7 ​ ​ — ​ ​ 44,399,993 ​ ​ — ​ ​ 44,400,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnout shares granted as purchase consideration for the assets of AtlasClear, Inc. ​ — ​ ​ — ​ ​ — ​ ​ 31,347,000 ​ ​ — ​ ​ 31,347,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as deposit for the Commercial Bank acquisition ​ 667 ​ ​ — ​ ​ — ​ ​ 91,200 ​ ​ — ​ ​ 91,200 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as purchase consideration for the assets of Pacsquare ​ 5,600 ​ ​ 1 ​ ​ — ​ ​ 1,141,499 ​ ​ — ​ ​ 1,141,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as settlement of accrued interest ​ 2,420 ​ ​ 1 ​ ​ — ​ ​ 210,549 ​ ​ — ​ ​ 210,550 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accretion of Common Stock subject to Possible Redemption ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (592,577) ​ ​ (592,577) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Excise taxes related to redemptions ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (539,471) ​ ​ (539,471) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (120,206,947) ​ ​ (120,206,947) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance — June 30, 2024 207,585 ​ $ 21 ​ $ — ​ $ 110,165,209 ​ $ (148,274,113) ​ $ (38,108,883) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as conversion of $4.58 million in principal on convertible notes 2,736,391 ​ 273 ​ — ​ 4,574,727 ​ — ​ 4,575,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as conversion of $0.5 million in principal and interest on secured convertible notes 258,678 ​ 26 ​ — ​ 509,523 ​ — ​ 509,549 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as conversion of $14.99 million in principal and interest on sellers short term, long term and merger financing 34,931,855 ​ 3,493 ​ — ​ 14,992,557 ​ — ​ 14,996,050 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to settled vendor obligations 11,085 ​ 1 ​ — ​ 66,503 ​ — ​ 66,504 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued under stock promotion agreement 100,000 ​ 10 ​ — ​ 19,040 ​ — ​ 19,050 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock issued to for consulting services ​ 203,625 ​ ​ 20 ​ ​ — ​ ​ 44,321 ​ ​ — ​ ​ 44,341 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued under Tau agreement settle through June 30, 2025 1,566,885 ​ 156 ​ (41,089) ​ 1,911,314 ​ — ​ 1,870,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitment fee shares settled under the Tau agreement 7,698 ​ 1 ​ — ​ 81,191 ​ — ​ 81,192 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as purchase consideration for developed technology 8,333 ​ 1 ​ — ​ 122,299 ​ — ​ 122,300 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued as deposit for purchase of Commercial Bank ​ 36,070 ​ ​ 4 ​ ​ — ​ ​ 43,641 ​ ​ — ​ ​ 43,645 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares transferred by related parties as settlement for Company obligations under various financial instruments see Note 8 ​ — ​ ​ — ​ ​ — ​ ​ 2,412,930 ​ ​ — ​ ​ 2,412,930 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8) ​ 49,574 ​ ​ 5 ​ ​ — ​ ​ (5) ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to related party as settlement for $803,860 in related party payable. ​ 46,471 ​ ​ 5 ​ ​ — ​ ​ 803,855 ​ ​ — ​ ​ 803,860 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to as additional consideration for delayed payment on merger financing notes ​ 1,267 ​ ​ — ​ ​ — ​ ​ 16,340 ​ ​ — ​ ​ 16,340 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rounding up for fractional shares in 1:60 reverse stock split ​ 86 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,750,293 ​ ​ 5,750,293 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance — June 30, 2025 40,165,603 ​ $ 4,016 ​ $ (41,089) ​ $ 135,763,445 ​ $ (142,523,820) ​ $ (6,797,448) ​ The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of Contents ATLASCLEAR HOLDINGS, INC. CONSOLIDATED STA TEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FOR THE YEAR ​ FOR THE PERIOD ​ ​ ENDED ​ ENDED ​ ​ June 30, ​ June 30, ​ 2025 2024 ​ ​ ​ ​ ​ ​ ​ Cash Flows from Operating Activities: ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 5,750,293 ​ $ (120,206,947) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ Change in fair value, warrant liability derivative ​ ​ (184,594) ​ — Change in fair value, convertible note derivative ​ ​ (3,990,385) ​ ​ 3,585,904 Change in fair value, long-term and short-term note derivative ​ ​ (12,369,120) ​ 11,208,055 Change in fair value, contingent guarantee ​ ​ 839,775 ​ ​ 3,256,863 Change in fair value of non-redemption agreement ​ ​ — ​ 164,626 Change in fair value, WDCO sellers convertible notes ​ ​ (49,348) ​ — Change in fair value, earnout liability ​ ​ (929,000) ​ 1,335,000 Change in fair value, subscription agreement ​ ​ 64,298 ​ 38,796 Change in fair value, stock payable ​ ​ (232,793) ​ 259,893 Change in fair value, Tau agreement ​ ​ 357,435 ​ — Loss on AtlasClear asset acquisition ​ ​ — ​ 86,392,769 Fee on Secured convertible note ​ ​ — ​ ​ 1,500,000 Fee on sellers notes ​ ​ 16,340 ​ ​ — Interest expense on convertible notes ​ ​ 7,276,092 ​ 1,896,714 Transaction costs paid with stock ​ ​ — ​ ​ 1,401,937 Stock based compensation ​ ​ 83,745 ​ ​ 1,462,650 Other non-cash (gain) loss ​ ​ 693,552 ​ ​ — Depreciation expense ​ ​ 16,080 ​ ​ 7,565 Amortization of intangibles ​ ​ 1,362,447 ​ 791,375 Bad debt expense ​ ​ 398,826 ​ 2,474 Net lease payments ​ ​ (2,432) ​ 114 Interest earned on marketable securities held in Trust Account ​ ​ — ​ (251,569) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Marketable securities ​ ​ — ​ ​ 6,820 Receivables from brokers & dealers ​ ​ (2,846,319) ​ ​ 2,203,271 Receivables from customers ​ ​ 104,143 ​ ​ (303,486) Receivables from others ​ ​ 18,981 ​ ​ (59,043) Advances and Prepaid expenses ​ ​ 3,222 ​ ​ 133,158 Cash deposits with clearing organization & other B/Ds ​ ​ (750,000) ​ ​ 21,664 Other assets ​ ​ (255,231) ​ ​ 49,041 Payables to customers ​ ​ 3,772,375 ​ ​ (5,124,740) Payables to officers & directors ​ ​ (487,491) ​ ​ 98,048 Payable to brokers & dealers ​ ​ 492,745 ​ ​ (12,903) Accounts payable and accrued expenses ​ ​ 1,862,062 ​ ​ (1,066,430) Commissions and payroll taxes payable ​ ​ 121,828 ​ ​ 39,638 Trading deposits ​ ​ 50 ​ ​ — Deferred tax liability ​ ​ (315,549) ​ ​ (43,484) Net cash provided by (used in) operating activities ​ ​ 822,027 ​ ​ (11,212,227) ​ ​ F-6 Table of Contents ATLASCLEAR HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ Cash withdrawn from Trust Account to pay franchise and income taxes ​ ​ — ​ 68,418 Investment of cash into Trust Account ​ ​ — ​ ​ (160,000) Cash withdrawn from Trust Account in connection with redemption ​ ​ — ​ 53,947,064 Cash paid for purchase of Pacsquare ​ ​ (125,000) ​ (500,000) Cash paid for extension of bankcorp agreement ​ ​ (20,000) ​ ​ — Cash received from acquisition of Wilson-Davis ​ ​ — ​ 33,333,876 Cash withdrawn from Trust Account for working capital purposes ​ ​ — ​ 1,195,565 Cash paid to Wilson Davis shareholders ​ ​ — ​ (8,092,568) Net cash provided by (used in) investing activities ​ ​ (145,000) ​ 79,792,355 ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities: ​ ​ ​ ​ Proceeds from stock issuance ​ ​ 1,870,381 ​ — Proceeds from secured convertible note ​ ​ — ​ 6,000,000 Transaction costs financed ​ ​ — ​ ​ 5,002,968 Repayment on subordinated debt ​ ​ (20,000) ​ — Repayment of promissory note ​ ​ (226,075) ​ — Advances from related party ​ ​ — ​ ​ 1,052,300 Redemption of common stock ​ ​ — ​ ​ (53,947,064) Net cash provided by (used in) financing activities ​ ​ 1,624,306 ​ (41,891,796) ​ ​ ​ ​ ​ ​ ​ Net Change in Cash ​ ​ 2,301,333 ​ 26,688,332 Cash – Beginning ​ ​ 27,307,886 ​ 619,554 Cash – Ending ​ $ 29,609,219 ​ $ 27,307,886 ​ ​ ​ ​ ​ ​ ​ Supplementary cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for income taxes ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash investing and financing activities: ​ ​ ​ ​ Decrease in goodwill due to change in deferred tax liability ​ $ 1,564,200 ​ $ — Shares issued under Tau agreement ​ $ 205,238 ​ $ — Value of shares transferred by related parties to settle obligation ​ $ 2,412,930 ​ $ — Shares issued for conversion on convertible notes ​ $ 4,575,000 ​ $ — Shares issued for conversion of secured convertible notes ​ $ 509,549 ​ $ — Shares issued to related party for settlement of accounts payable ​ $ 803,860 ​ $ — Shares issued for conversion of principal and interest on short-term note ​ $ 5,366,979 ​ $ — Shares issued for conversion of principal and interest on long-term note ​ $ 7,933,395 ​ $ — Shares issued for conversion of principal and interest on merger financing ​ $ 1,695,676 ​ $ — Shares issued for commercial bank acquisition extension ​ $ 43,645 ​ $ — Initial value of derivative included in merger financing ​ $ 113,044 ​ $ — Shares issued for stock payable ​ $ 27,100 ​ $ — Promissory note issued under insurance premium ​ $ 489,381 ​ $ — Prepaid stock based compensation ​ $ 19,050 ​ $ — Shares issued to settled advances from related party and notes payable related party, net of deemed dividend ​ $ — ​ $ 4,577,569 Transaction cost settled with subscription payable ​ $ — ​ $ 2,386,851 Fair value of equity treated earnout in AtlasClear, Inc asset acquisition ​ $ — ​ $ 31,347,000 Fair value of shares issued in AtlasClear, Inc asset acquisition ​ $ — ​ $ 44,400,000 Fair value of liability treated earnout in AtlasClear, Inc asset acquisition ​ $ — ​ $ 10,963,000 Fair value of shares transferred to Wilson Davis shareholders ​ $ — ​ $ 6,000,000 Short term notes issued to Wilson Davis shareholders ​ $ — ​ $ 5,000,000 Long term notes issued to Wilson Davis shareholders ​ $ — ​ $ 7,971,197 Initial value of derivative liability on convertible notes ​ $ — ​ $ 1,668,731 Fair value of shares transferred to Secured convertible note holders ​ $ — ​ $ 1,250,698 Redeemable shares transferred to permanent equity ​ $ — ​ $ 1,195,566 Non-redemption agreement re-classed to permanent equity ​ $ — ​ $ 1,606,279 Shares issued to purchase Pacsquare ​ $ 77,300 ​ $ 1,226,500 Shares issued as deposit for Commercial bank acquisition ​ $ — ​ $ 91,200 Excise tax related to redemptions ​ $ — ​ $ 539,471 Accretion of common stock subject to possible redemption ​ $ — ​ $ 592,577 Accounts payable settled with shares ​ $ — ​ $ 64,376 Interest settled with shares ​ $ — ​ $ 210,550 Interest settled with shares transferred by related party ​ $ — ​ $ 48,750 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ F-7 Table of Contents ​ NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AtlasClear Holdings, Inc. (formerly known as Calculator New Pubco, Inc.) (the “Company” or “AtlasClear Holdings”) is a Delaware corporation and prior to the Business Combination (defined below), was a direct, wholly-owned subsidiary of Quantum FinTech Acquisition Corporation (“Quantum”). Quantum was incorporated in Delaware on October 1, 2020. Quantum was a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certain Business Combination Agreement, dated November 16, 2022 (as amended, the “Business Combination Agreement”), by and among the Company, Quantum, Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey. The transactions consummated as a result of the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings, Inc.” As a result, the operation history of Quantum survived the merger. Pursuant to the Business Combination Agreement, AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and the Broker-Dealer Acquisition Agreement (as defined in the Business Combination Agreement), AtlasClear completed the acquisition of broker-dealer, Wilson-Davis & Co., Inc. (“Wilson-Davis”). On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and Master Services Agreement (the “Pacsquare Purchase Agreement”). On June 10, 2025, AtlasClear entered into an amended Software Development and License Agreement with Pacsquare, pursuant to which AtlasClear purchased a proprietary data management platform that was developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”). AtlasClear Holdings’ goal is to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking, with evolving and innovative financial products such as crypto that focus on financial services firms. AtlasClear Holdings is a fintech driven business-to-business platform that expects to power innovation in fintech, investing, and trading. AtlasClear does not meet the definition of a business and therefore was treated as an asset acquisition by AtlasClear Holdings. As such the assets contributed from Atlas FinTech and the net assets of AtlasClear were recognized at historical cost. ASC 350 prohibits the recognition of goodwill in an asset purchase with related parties. Quantum was deemed the accounting acquirer based on the following factors: i) Quantum issued cash and shares of its common stock; ii) Quantum controlled the voting rights under the no redemption and the maximum contractual redemption scenarios; iii) Quantum had the largest minority voting interest; iv) Quantum has control over the board of directors of the post-combination company and most of senior management of the post-combination company are former officers of Quantum. Wilson-Davis is a securities broker and dealer, dealing in over-the-counter and listed securities. Wilson-Davis is registered with the Securities and Exchange Commission (the “SEC”) and is a member of the Financial Industry Regulatory Authority. Revenue is derived principally from Wilson-Davis’ operations in three areas: commission revenue, fee revenue and interest revenue. Wilson-Davis has operations in Utah, Arizona, California, Colorado, Florida, New York, Oklahoma and Texas. Transactions for customers are principally in the states where the Company operates, however, some customers are located in other states in which the Company is registered. Principal trading activities are conducted with other broker dealers throughout the United States. Reverse Stock Split and Authorized Share Increase On December 31, 2024, the Company effected a 1-for-60 reverse stock split of its common stock. As a result of the reverse stock split, every 60 shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, with any fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value of the common stock however the Company increased the number of authorized shares to 525,000,000 shares, consisting of 500,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and 25,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”). F-8 Table of Contents The reverse stock split has been applied retroactively in the accompanying consolidated financial statements and related disclosures for all periods presented. All share and per-share amounts, including earnings per share (“EPS”), have been adjusted accordingly to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented. The impact of the reverse stock split is summarized as follows: ● The total number of issued and outstanding shares of common stock decreased from 12,455,157 to 207,585 as of June 30, 2024. ● Earnings per share and other per-share data were adjusted proportionally to reflect the reverse stock split. ● The reverse stock split had no impact on the Company’s total stockholders’ equity, net income, or overall financial condition. Management believes that the reverse stock split was necessary to regain compliance with stock exchange listing requirements and improve marketability of the stock. Going Concern As of June 30, 2025, the Company had $29,609,219 in its bank accounts and a working capital deficit of $6,069,462. The Company has raised and intends to raise additional capital through loans or additional investments from its stockholders, officers, directors, or third parties. The Company’s officers and directors may, but are not obligated to loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the liquidity of the Company raises substantial doubt about the Company’s ability to continue as a going concern through the twelve months following the issuance of the financial statements. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. No adjustments have been made to the carrying amounts of assets or liabilities as a result of this uncertainty. ​ Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. As such the Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022. As of June 30, 2025, and June 30, 2024, the excise tax payable is $2,611,618 and $2,067,572, respectively. The June 30, 2025 balance includes $544,046 in penalties due to late filing and non payment of taxes as of June 30, 2025. As of the date of filing the Company has not paid the excise tax and as such the Company may be subject to interest and penalties which have been estimated and accrued. Transition Period Comparative Data On August 9, 2024, the board of directors of AtlasClear Holdings, Inc. (the “Company”) determined to change the Company’s fiscal year end from December 31 to June 30. Below is a summary of financial statements for the six-month transition period from January 1, 2024 to June 30, 2024 compared to the six month period ended June 30, 2023. F-9 Table of Contents 1. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2024 ​ 2023 ASSETS ​ (Unaudited) Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 6,558,176 ​ $ 1,132,900 Cash segregated - customers ​ 20,548,972 ​ — Cash segregated - PAB ​ 200,738 ​ — Receivables - broker-dealers and clearing organizations ​ 1,333,306 ​ — Receivables - customers, net ​ 823,784 ​ — Other receivables ​ 64,842 ​ — Prepaid expenses ​ 67,967 ​ 29,458 Trading securities, market value, net ​ 55 ​ — Due from Atlas Clear ​ — ​ 49,806 Total Current Assets ​ 29,597,840 ​ 1,212,164 ​ ​ ​ ​ ​ ​ ​ Operating lease right to use lease asset ​ 326,336 ​ — Property and equipment, net ​ 16,080 ​ — Customer list, net ​ 14,150,856 ​ — Goodwill ​ 7,706,725 ​ — Pacsquare asset purchase ​ 1,726,500 ​ — Bank acquisition deposit ​ 91,200 ​ — Cash deposits - broker-dealers and clearing organizations ​ 3,515,000 ​ — Other assets ​ 336,017 ​ — Marketable securities held in Trust Account ​ — ​ 57,409,747 TOTAL ASSETS ​ $ 57,466,554 ​ $ 58,621,911 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT ​ ​ Current liabilities ​ ​ Payables to customers ​ $ 20,162,973 ​ $ — Accounts and payables to officers/directors ​ 686,579 ​ — Accounts payable and accrued expenses ​ 5,393,912 ​ 5,181,488 Payables - broker-dealers and clearing organizations ​ 4,915 ​ — Commissions, payroll and payroll taxes ​ 273,386 ​ — Current portion of lease liability ​ 149,499 ​ — Stock payable ​ 259,893 ​ — Convertible notes, net ​ 3,783,437 ​ — Secured convertible note, net ​ 6,857,101 ​ — Promissory notes ​ 852,968 ​ — Short-term merger financing, net ​ 5,092,083 ​ — Contingent gurantee ​ ​ 3,256,863 ​ ​ — Subscription agreement ​ 2,425,647 ​ — Excise tax payable ​ 2,067,572 ​ — Excise taxes payable ​ — ​ 1,485,236 Stock payable - related party ​ ​ 55,087 ​ ​ — Advance from related parties ​ — ​ 1,968,116 Promissory note – related party ​ — ​ 480,000 Total Current Liabilities ​ 51,321,915 ​ 9,114,840 ​ ​ ​ ​ ​ ​ ​ Accrued contingent liability ​ 100,000 ​ — Long-term merger financing, net ​ 7,606,561 ​ — Derivative liability - convertible notes ​ 16,462,690 ​ — Derivative liability - warrants ​ 307,656 ​ 307,656 Earnout - liability ​ 12,298,000 ​ — Deferred income tax liability ​ ​ 5,245,886 ​ ​ — Subordinated borrowings ​ 1,950,000 ​ — Trading account deposit ​ 100,000 ​ — Long-term lease liability ​ 182,729 ​ — Total Liabilities ​ 95,575,437 ​ 9,422,496 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock subject to possible redemption ​ — ​ 57,113,761 ​ ​ ​ ​ ​ ​ ​ Stockholders’ Deficit ​ ​ ​ ​ ​ ​ Preferred stock, $0.0001 par value; ​ — ​ — Common stock, $0.0001 par value; ​ 1,246 ​ 503 Additional paid-in capital ​ 110,164,676 ​ — Accumulated deficit ​ (148,274,805) ​ (7,914,849) Total Stockholders’ Deficit ​ (38,108,883) ​ (7,914,346) TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT ​ $ 57,466,554 ​ $ 58,621,911 ​ F-10 Table of Contents 2. Statements of consolidated Net Income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ 2024 2023 ​ 2024 2023 REVENUES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commissions ​ $ 1,750,159 ​ $ — ​ $ 2,679,673 ​ $ — Vetting fees ​ 340,050 ​ ​ — ​ 499,125 ​ ​ — Clearing fees ​ 624,550 ​ ​ — ​ 756,393 ​ ​ — Net gain/(loss) on firm trading accounts ​ 6,390 ​ ​ — ​ 10,046 ​ ​ — Other revenue ​ 9,650 ​ ​ — ​ 56,246 ​ ​ — TOTAL REVENUES ​ 2,730,799 ​ — ​ 4,001,483 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EXPENSES ​ ​ ​ ​ Compensation, payroll taxes and benefits ​ 1,355,058 ​ ​ — ​ 2,386,837 ​ ​ — Data processing and clearing costs ​ 843,824 ​ ​ — ​ 1,299,527 ​ ​ — Regulatory, professional fees and related expenses ​ 112,216 ​ ​ — ​ 11,649,470 ​ ​ — Stock compensation - founder share transfer ​ — ​ ​ — ​ 1,462,650 ​ ​ — Communications ​ 172,018 ​ ​ — ​ 254,608 ​ ​ — Occupancy and equipment ​ 54,765 ​ ​ — ​ 76,324 ​ ​ — Transfer fees ​ 54,807 ​ ​ — ​ 75,425 ​ ​ — Bank charges ​ 52,077 ​ ​ — ​ 88,253 ​ ​ — Intangible assets amortization ​ 337,911 ​ ​ — ​ 791,375 ​ ​ — Other ​ 147,042 ​ ​ — ​ 185,840 ​ ​ — Operating and formation costs ​ — ​ ​ 577,313 ​ — ​ ​ 1,485,122 TOTAL EXPENSES ​ 3,129,718 ​ 577,313 ​ 18,270,309 ​ 1,485,122 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LOSS FROM OPERATIONS ​ (398,919) ​ ​ (577,313) ​ ​ (14,268,826) ​ ​ (1,485,122) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER INCOME/(EXPENSE) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 587,637 ​ ​ 8,458 ​ 938,802 ​ ​ 8,458 Interest earned on marketable securities held in Trust Account ​ — ​ ​ 727,468 ​ 256,279 ​ ​ 2,028,921 Gain on sale of assets ​ 146,706 ​ ​ — ​ 146,706 ​ ​ — Net gain on settlement ​ — ​ ​ 829,853 ​ — ​ ​ 829,853 Loss on AtlasClear asset acquisition ​ (17,845,813) ​ ​ — ​ (86,392,769) ​ ​ — Change in fair value of warrant liability derivative ​ 307,656 ​ ​ (184,594) ​ — ​ ​ (123,062) Change in fair value, convertible note derivative ​ (992,152) ​ ​ — ​ (3,585,902) ​ ​ — Change in fair value, long-term and short-term note derivative ​ (3,101,057) ​ ​ — ​ (11,208,055) ​ ​ — Change in fair value of non-redemption agreement ​ — ​ — ​ (164,626) ​ ​ — Change in fair value of Contingent guarantee ​ ​ (3,256,863) ​ ​ — ​ ​ (3,256,863) ​ ​ — Change in fair value of earnout liability ​ (1,115,000) ​ ​ — ​ (1,335,000) ​ ​ — Change in fair value of subscription agreement ​ (4,413,946) ​ ​ — ​ (38,796) ​ ​ — Extinguishment of stock payable ​ 985,072 ​ ​ — ​ 985,072 ​ ​ — Extinguishment of accrued expenses ​ 114,199 ​ ​ — ​ 879,473 ​ ​ — Interest expense ​ (3,210,786) ​ ​ — ​ (3,732,178) ​ ​ — TOTAL OTHER INCOME/(EXPENSE) ​ (31,794,347) ​ 1,381,185 ​ (106,507,857) ​ 2,744,170 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before provision for income taxes ​ (32,193,266) ​ 803,872 ​ (120,776,683) ​ ​ 1,259,048 Provision for income taxes ​ 563,736 ​ (318,313) ​ 569,736 ​ ​ (581,118) Net income ​ $ (31,629,530) ​ $ 485,559 ​ $ (120,206,947) ​ $ 677,930 ​ F-11 Table of Contents 3. Statements of consolidated cash flow ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Cash Flows from Operating Activities: ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ (120,206,947) ​ $ 677,930 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ Change in fair value of warrant liability derivative ​ ​ — ​ ​ 123,062 Change in fair value of non-redemption agreement ​ ​ 164,626 ​ ​ — Loss on AtlsClear asset acquisition ​ ​ 86,392,769 ​ ​ — Change in fair value, convertible note derivative ​ ​ 3,585,904 ​ ​ — Change in fair value, long-term and short-term note derivative ​ ​ 11,208,055 ​ ​ — Interest expense on convertible notes ​ ​ 1,896,714 ​ ​ — Transaction costs paid with stock ​ ​ 1,401,937 ​ ​ — Stock based compensation ​ ​ 1,462,650 ​ ​ — Change in fair value, earnout liability ​ ​ 1,335,000 ​ ​ — Fee on Secured convertible note ​ ​ 1,500,000 ​ ​ — Change in operating lease expense ​ ​ 68,727 ​ ​ — Change in fair value, contingent guarantee ​ ​ 3,256,863 ​ ​ — Interest earned on marketable securities held in Trust Account ​ ​ (251,569) ​ ​ (2,028,921) Change in fair value, subscription agreement ​ ​ 38,796 ​ ​ — Depreciation expense ​ ​ 7,565 ​ ​ — Amortization of intangibles ​ ​ 791,375 ​ ​ — Bad debt expense ​ ​ 2,474 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Due from Atlas Clear ​ ​ — ​ ​ (49,806) Income taxes payable ​ ​ — ​ ​ 44,118 Marketable securities ​ ​ 6,820 ​ ​ — Receivables from brokers & dealers ​ ​ 2,203,271 ​ ​ — Receivables from customers ​ ​ (303,486) ​ ​ — Receivables from others ​ ​ (59,043) ​ ​ — Advances and Prepaid expenses ​ ​ 133,158 ​ ​ 4,194 Cash deposits with clearing organization & other B/Ds ​ ​ 21,664 ​ ​ — Change in operating lease right-of-use assets ​ ​ (11,713) ​ ​ — Other assets ​ ​ 49,041 ​ ​ — Payables to customers ​ ​ (5,124,740) ​ ​ — Payables to officers & directors ​ ​ 98,048 ​ ​ — Payable to brokers & dealers ​ ​ (12,903) ​ ​ — Deferred tax liability ​ ​ (43,484) ​ ​ — Accounts payable and accrued expenses ​ ​ (1,066,430) ​ ​ 443,812 Commissions and payroll taxes payable ​ ​ 39,638 ​ ​ — Stock Loan ​ ​ 259,893 ​ ​ — Change in operatin lease right-of-use asset ​ ​ (56,900) ​ ​ — Receivables from brokers & dealers ​ ​ — ​ ​ — Receivables from customers ​ ​ — ​ ​ — Net cash provided by (used in) operating activities ​ ​ (11,212,227) ​ ​ (785,611) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ ​ ​ ​ Cash withdrawn from Trust Account to pay franchise and income taxes ​ ​ 68,418 ​ ​ — Investment of cash into Trust Account ​ ​ (160,000) ​ ​ (875,000) Cash withdrawn from Trust Account in connection with redemption ​ ​ 53,947,064 ​ ​ 1,015,001 Cash paid for purchase of Pacsquare ​ ​ (500,000) ​ ​ — Cash received from acquisition of Wilson-Davis ​ ​ 33,333,876 ​ ​ — Cash withdrawn from Trust Account for working capital purposes ​ ​ 1,195,565 ​ ​ 148,523,642 Cash paid to Wilson Davis shareholders ​ ​ (8,092,568) ​ ​ — Net cash provided by (used in) investing activities ​ ​ 79,792,355 ​ ​ 148,663,643 ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities: ​ ​ ​ ​ ​ ​ Proceeds from secured convertible note ​ ​ 6,000,000 ​ ​ — Transaction costs financed ​ ​ 5,002,968 ​ ​ — Repayment of advances from related party ​ ​ — ​ ​ (300,000) Advances from related party ​ ​ 1,052,300 ​ ​ 1,948,950 Redemption of common stock ​ ​ (53,947,064) ​ ​ (148,523,642) Net cash provided by (used in) financing activities ​ ​ (41,891,796) ​ ​ (146,874,692) ​ ​ ​ ​ ​ ​ ​ Net Change in Cash ​ ​ 26,688,332 ​ ​ 1,003,340 Cash – Beginning ​ ​ 619,554 ​ ​ 129,560 Cash – Ending ​ $ 27,307,886 ​ $ 1,132,900 ​ ​ ​ ​ ​ ​ ​ Supplementary cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for income taxes ​ $ — ​ $ 537,000 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Shares issued to settled advances from related party and notes payable related party $ 4,577,569 ​ $ — Transaction cost settled with subscription payable $ 2,386,851 ​ $ — Fair value of equity treated earnout in AtlasClear, Inc asset acquisition $ 31,347,000 ​ $ — Fair value of shares issued in AtlasClear, Inc asset acquisition $ 44,400,000 ​ $ — Fair value of liability treated earnout in AtlasClear, Inc asset acquisition $ 10,963,000 ​ $ — Fair value of shares transferred to Wilson Davis shareholders $ 6,000,000 ​ $ — Short term notes issued to Wilson Davis shareholders $ 5,000,000 ​ $ — Long term notes issued to Wilson Davis shareholders $ 7,971,197 ​ $ — Common stock issued to settled vendor obligations $ 64,376 ​ $ — Fair value of shares transferred to Secured convertible note holders $ 1,250,698 ​ $ — Redeemable shares transferred to permanent equity $ 1,195,566 ​ $ — Non-redemption agreement re-classed to permanent equity $ 1,606,279 ​ $ — Shares issued to purchase Pacsquare $ 1,226,500 ​ $ — Shares issued as deposit for Commercial bank acquisition $ 91,200 ​ $ — Initial Classification of derivative liability – convertible notes $ 1,668,731 ​ $ — Interes settled with shares ​ $ 210,550 ​ $ — Interest settled with shares transferred by related party ​ $ 48,750 ​ $ — Cancellation of admin fees $ — ​ $ 120,000 Excise tax related to redemptions $ 539,471 ​ $ 1,485,236 Accretion of common stock subject to possible redemption $ 592,577 ​ $ 2,217,201 ​ F-12 Table of Contents NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. On August 9, 2024, the Company changed its fiscal year-end from December 31 to June 30. As a result, the prior year reflects a transition period of six months, from January 1, 2024, to June 30, 2024, as previously reported in our Form 10-KT filed with the SEC on October 16, 2024. The current fiscal year covers the twelve-month period from July 1, 2024, to June 30, 2025. As such, the periods presented in this Form 10-K are not directly comparable due to the difference in reporting periods. Where appropriate, we have included supplemental unaudited pro forma information and comparative commentary to aid in understanding period-over-period performance trends. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the private warrant liabilities, the fair value of the Subscription Agreement, the fair value of the derivatives included in the convertible notes, the secured convertible note, the merger financing, the short-term merger financing, the long-term merger financing, the fair value of the earnout F-13 Table of Contents liability, realization of deferred tax assets and the useful life of its intangible assets. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all operating accounts that hold money market funds held and short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Trading Securities Securities held in the Company’s trading account and trading securities sold not yet purchased, consist primarily of over-the-counter securities and are valued based upon quoted market prices. The value of securities that are not readily marketable are estimated by management based upon quoted prices, the number of market makers, trading volume and number of shares held. Unrealized gains and losses are reflected in income in the financial statements. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation on property and equipment is provided using accelerated and straight-line methods over expected useful lives of three to seven years. Leases The Company leases office space under the terms of several operating leases. The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since the Company’s leases do not provide implicit rates, to determine the present value of lease payments, management uses the Company’s estimated incremental borrowing rate based on the information available at lease commencement. Goodwill Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. The Company evaluated goodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill impairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value of the reporting unit using income models. The models contain significant assumptions and accounting estimates about discount rates, future cash flows, that could materially affect operating results or financial position if they were to change significantly in the future and could result in an impairment. The Company perform our goodwill impairment assessment whenever events or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow estimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections at the date of evaluation. As of June 30, 2025 and 2024, the carrying value of goodwill was $6,142,525 and $7,706,725, respectively, as described in Note 10. Intangible Assets Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Intangible assets comprise of developed technology and customer relationships (See Note 10 and 12). Developed technology and customer list are amortized using the straight-line method over the ten-year and twelve-year estimated useful lives of the assets, F-14 Table of Contents respectively. As of June 30, 2025 and 2024, the carrying value of developed technology was $1,785,104 and $1,726,500, respectively. The carrying value of customer list was $12,932,106 and $14,150,856, respectively, as described in Note 10 and Note 12. Impairment of Long-lived and Intangible Assets In accordance with ASC 360-10 Property Plant and Equipment and ASC 350-10 Intangibles, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company had no impairment charges during the year ended June 30, 2025. The Company recorded $17,845,813 of impairment charges included in loss on AtlasClear asset acquisition during the period ended June 30, 2024. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants that do not meet all the criteria for equity classification are recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the private warrants was estimated using a Black-Scholes model approach (see Note 17). Income Taxes The Company utilizes the asset and liability method to account for income taxes. The objective of this method is to establish deferred tax assets and liabilities for the temporary differences between net income for financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized. Income tax expense or benefit is provided based upon the financial statement earnings of the Company. The allowance for doubtful accounts is deductible for financial statement purposes, but not for tax purposes. Depreciation expense is recognized in different periods for tax and financial accounting purposes due to the use of accelerated depreciation methods for income tax purposes. The tax effects of such differences are reported as deferred income taxes in the financial statements. Revenue Recognition Wilson-Davis, a subsidiary of the Company, recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using the modified retrospective method. This revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to: (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when the entity satisfies a performance obligation. Wilson-Davis acts as an agent by selling securities to customers and collecting commissions. Wilson-Davis recognizes commissions on a trade date basis, which is the day the transaction is executed. Wilson-Davis believes that the performance obligation is satisfied on the trade date because that is when the security is selected, the price is determined, the trade is executed, and the risks and rewards of ownership have been transferred to/from the customer. F-15 Table of Contents Wilson-Davis also receives commissions on mutual funds purchased by customers. Wilson-Davis believes that the performance obligation is not satisfied until the mutual funds are purchased by customers and recognizes the commission revenue upon receipt from fund. Wilson-Davis performs vetting services to customers that wish to convert restricted stock to eligible trading stock. In addition, Wilson-Davis charges clearing fees to another broker-dealer for which it clears trades. Wilson-Davis recognizes revenue as the related performance obligations are satisfied. Wilson-Davis charges customers for wires and transfer agent fees. The customer is also charged for blue sheet fees, corporate actions, and ACATS fees. Wilson-Davis recognizes revenue as the related performance obligations are satisfied. Wilson-Davis performs underwriting services for companies going public. The Company enters into an agreement detailing the services to be performed. The Company recognizes revenue when the shares of stock have been delivered and wire payments have been processed. Wilson-Davis earns interest on its balances with its financial institution. Wilson-Davis recognizes the interest income at month end when the income ha been earned. Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Income (loss) is allocated between redeemable and non-redeemable shares based on relative amounts of weighted average shares outstanding. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value. The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued and outstanding. For the year ended June 30, 2025 and the transition period ended June 30, 2024, the calculation excludes the dilutive impact of warrants because none would be issued under treasury method as the warrants exercise price is greater than the current price of the stock. For the transition period ended June 30, 2024, the dilutive shares were excluded as including them would be antidilutive. For the year ended June 30, 2025, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FOR THE YEAR ENDED ​ FOR THE TRANSITION PERIOD ENDED ​ ​ June 30, 2025 ​ June 30, 2024 ​ Non- ​ ​ ​ Non- ​ Redeemable Redeemable redeemable Basic and diluted net income (loss) per share of Common Stock ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ Net income (loss) ​ $ 5,750,820 ​ $ (11,279,605) ​ $ (108,927,342) Deemed dividend ​ ​ — ​ ​ — ​ ​ (15,422,431) Allocation of net income (loss) ​ $ 5,750,820 ​ $ (11,279,605) ​ $ (124,349,773) Denominator: ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 5,987,645 ​ 18,500 ​ 178,651 Basic net income (loss) per share of Common Stock ​ $ 0.96 ​ $ (609.72) ​ $ (696.05) ​ For the year ended June 30, 2025 and for the transition perioded ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution. F-16 Table of Contents The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FOR THE YEAR ENDED FOR THE TRANSITION PERIOD ENDED ​ ​ June 30, 2025 ​ June 30, 2024 ​ ​ Non- ​ ​ Non- ​ ​ redeemable ​ Redeemable ​ redeemable Diluted net income (loss) per common stock ​ ​ ​ Numerator: ​ ​ ​ Allocation of net income (loss), ​ $ 5,750,820 ​ $ (11,279,605) ​ $ (124,349,773) Change in fair value of financial instruments ​ (15,147,345) ​ — ​ — Interest on dilutive instruments ​ 7,148,116 ​ — ​ — Allocation of net income (loss), as adjusted ​ $ (2,248,409) ​ $ (11,279,605) ​ $ (124,349,773) Denominator: ​ ​ ​ Dilutive weighted average common stock outstanding ​ 5,987,645 ​ 18,500 ​ 178,651 If converted shares ​ — ​ — ​ — ​ ​ 5,987,645 ​ 18,500 ​ 178,651 Diluted net income (loss) per common stock ​ $ (0.38) ​ $ (609.72) ​ $ (696.05) ​ For the year ended June 30, 2025, the numerator is adjusted for the interest expenses and other components to include the effect of the convertible securities under the as converted method at the beginning of the period. The adjustment to the numerator resulted in a net loss position. As such including the effect of convertible securities in a loss situation would make the loss per share smaller, which is misleading and considered antidilutive under U.S. GAAP. For the transition period ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution. Below is a summary of the dilutive instruments as of June 30, 2025 and 2024: ​ ​ ​ ​ ​ Description June 30, 2025 June 30, 2024 Sellers Notes 15,103,895 ​ 14,012,965 Convertible notes 5,317,252 ​ 4,722,875 Secured convertible note ​ 49,230,040 ​ 9,801,273 Subscription agreement ​ 4,354,048 ​ 938,967 Tau agreement ​ 35,282 ​ — Promissory note 6,215 ​ 379,375 Total Shares issuable under Convertible Note obligations – if converted total dilutive 74,046,732 ​ 29,855,455 ​ ​ ​ ​ ​ Public Warrants 10,062,500 ​ 10,062,500 Private Warrants 5,553,125 ​ 5,553,125 Secured convertible note warrants 600,000 ​ 600,000 Total excluded under treasury method – out of the money 16,215,625 ​ 16,215,625 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At June 30, 2025, the Company had approximately $7,278,320 in excess of the FDIC limit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 17). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the F-17 Table of Contents derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Risk Management Transactions involving financial instruments involve varying degrees of market, credit and operating risk. The Company monitors its exposure to risk on a daily basis. Market Risk Market risk is the potential change in value of the financial instrument caused by unfavorable changes in interest rates and equity prices. Management is responsible for reviewing trading positions, exposure limits, profits and losses, and trading strategies. In the normal course of business, the Company purchases, and makes markets in non-investment grade securities. These activities expose the Company to a higher degree of market risk than is associated with investing or trading in investment grade instruments. Operating Risk Operating risk focuses on the Company’s ability to accumulate, process and communicate information necessary to conduct its daily operations. Deficiencies in technology, financial systems and controls and losses attributable to operational problems all pose potential operating risks. In order to mitigate these risks, the Company has established and maintains an internal control environment which incorporates various control mechanisms throughout the organization. In addition, the Company periodically monitors its technological needs and makes changes as deemed appropriate. Credit Risk Wilson-Davis’s transactions with customers and other broker dealers are recorded on a trade date basis and are collateralized by the underlying securities. Wilson-Davis’s exposure to credit risk associated with nonperformance by customers or contra brokers is impacted by volatile or illiquid trading markets. Should either the customers or other broker dealers fail to perform, Wilson-Davis may be required to complete the transactions at prevailing market prices. Wilson-Davis manages credit risk by monitoring net exposure to individual counterparties on a regular basis. Historically, reserve requirements arising from instruments with off-balance sheet risk have not been material. Receivables and payables with clearing and other broker dealers are generally collateralized by cash deposits. Additional cash deposits are requested when considered necessary by the clearing organization or contra broker dealer. Customer transactions are primarily entered in cash accounts. Wilson-Davis maintains a few customer margin accounts which exposes the company to credit and market risks. However, this risk is minimized by Wilson-Davis requirement that margin accounts must maintain at least a 4:1 ratio of securities to margin obligations. Concentrations of credit risk that arise from financial instruments (whether on or off-balance sheet) exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet obligations to be similarly affected by economic, industry or geographic factors. Recent Accounting Standards Beginning in 2025 annual reporting, the Company adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires an enhanced disclosure of significant segment expenses on an annual basis. Management has determined that there is only one reportable operating segment. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer who reviews the assets, operating results, and financial metrics for the company. F-18 Table of Contents In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. We are currently evaluating the provisions of this. In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on the income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for annual periods beginning after December 15, 2027. We are currently evaluating the provision of this ASU. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. NOTE 3. CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS The Wilson-Davis is required by Rule 15c3-3 of the Securities and Exchange Commission to maintain a cash reserve with respect to customers’ transactions and credit balances, on a settlement date basis. Such a reserve is computed weekly using a formula provided by the rule and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of June 30, 2025 and 2024, was calculated to be $20,890,603 and $19,326,300, respectively. Wilson-Davis had $21,175,129 and $19,677,378, respectively, cash on deposit in the reserve account, which was $284,526 and $351,078, respectively, more than the amount required. On July 1, 2025, Wilson-Davis deposited $225,000 to the reserve account in accordance with the rule which resulted in an excess of $509,526. Wilson-Davis is required by Rule 15c3-3 of the Securities and Exchange Commission to maintain a cash reserve with respect to broker-dealer transactions and credit balances. Such a reserve is computed weekly using a formula provided by the rule and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of June 30, 2025 and 2024, was calculated to be $100,000. As of June 30, 2025 and 2024, Wilson-Davis had $200,575 and $200,738, respectively, cash on deposit in the reserve account, which was $100,575 and $100,738, respectively, more than the amount required. NOTE 4. NET CAPITAL REQUIREMENTS As a broker dealer, Wilson-Davis is subject to the uniform net capital rule adopted and administered by the Securities and Exchange Commission. The rule requires maintenance of minimum net capital and prohibits a broker dealer from engaging in securities transactions at a time when its net capital falls below minimum requirements, as those terms are defined by the rule. Under the alternative method permitted by this rule, net capital shall not be less than the greater of $250,000 or 2% of aggregate debit items arising from customer transactions, as defined. Also, the Wilson-Davis has a minimum requirement based upon the number of securities’ markets that the Company maintains. At June 30, 2025 and 2024, the Company’s net capital was $11,190,362 and $10,437,312, respectively which was $10,940,362 and $10,187,312, respectively in excess of the minimum required. NOTE 5 – CASH AND RESTRICTED CASH Reconciliation of cash and restricted cash as shown in the statements of cash flows is presented in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 June 30, 2024 Cash and cash equivalents ​ $ 7,533,690 ​ $ 6,558,176 Cash segregated - customers ​ 21,874,954 ​ 20,548,972 Cash segregated - PAB ​ 200,575 ​ 200,738 Total cash and restricted cash shown in the statement of cash flows. ​ $ 29,609,219 ​ $ 27,307,886 ​ ​ ​ F-19 Table of Contents NOTE 6 – RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION ​ Amounts receivable and payable with broker dealers and the clearing organization include: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 June 30, 2024 Due from clearing organizations, net ​ $ 4,021,151 ​ $ 1,094,453 Fails to deliver and receive ​ 158,474 ​ 238,853 Total receivables ​ $ 4,179,625 ​ $ 1,333,306 ​ ​ ​ ​ ​ ​ ​ Due from clearing organizations, net ​ $ 481,006 ​ $ 3,003 Fails to deliver and receive ​ 16,654 ​ 1,912 Total payables ​ $ 497,660 ​ $ 4,915 ​ No losses were recognized on the receivables from broker dealers or clearing organizations during the year ended June 30, 2025 or during the transition period ended June 30, 2024. Accounts receivable from and payable to customers at June 30, 2025, include cash and margin accounts. Securities owned by customers are held as collateral for any unpaid amounts. Such collateral is not reflected in the financial statements. The Company provides an allowance for credit losses, as needed, for accounts in which collection is uncertain. Management periodically evaluates each account on a case-by-case basis to determine impairment. Accounts that are deemed uncollectible are written off to bad debt expense. Bad debt expense net of bad debt recoveries and trading error adjustments for the year ended June 30, 2025 was $396,826, and for the transition period ended June 30, 2024 was $15,000. ​ NOTE 7 – PROPERTY AND EQUIPMENT ​ Depreciation expense for the year ended June 30, 2025, was $16,080 and for the transition period ended June 30, 2024 was $7,565. The Company acquired the below on February 9, 2024, in connection with the closing of the business combination with Wilson-Davis, see Note 11 for further detail. Property and equipment are summarized by major classifications as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 June 30, 2024 Equipment ​ $ 150,202 ​ $ 150,202 Leasehold improvements ​ 89,087 ​ ​ 89,087 Software ​ 85,042 ​ ​ 85,042 Furniture and fixtures ​ 51,717 ​ ​ 51,717 ​ ​ 376,048 ​ ​ 376,048 Less: Accumulated depreciation and Amortization ​ (376,048) ​ ​ (359,968) ​ ​ $ — ​ $ 16,080 ​ ​ NOTE 8. RELATED PARTY TRANSACTIONS Related Party Share Issuance/Transfers During the month of July 2024, Quantum Ventures LLC (“Quantum Ventures” or the “Sponsor”) and AtlasFinTech transferred 1,558,923 and 991,665 pre reverse split shares, respectively for total contributed shares of 2,550,588 or 42,510 post reverse split shares recorded as contributed capital for $2,412,930. The Company recorded contributed capital for the value of the liabilities settled with their personal shareholding. The contributed capital recognized was$21,299 in interest paid in shares for Promissory Notes, $217,397 in interest for Secured Convertible Note, $400,000 of principal under the Chardan convertible note along with $212,803 in interest paid for the Chardan convertible note, $351,141 in interest for Short and long term Notes and $1,210,290 for payment under the contingent obligation to sellers. F-20 Table of Contents On August 9, 2024, the Company entered into a Satisfaction of Discharge of indebtedness agreement with Atlas FinTech. Pursuant to the agreement the Company issued 2,788,276 pre reverse split or 46,471 post reverse split shares in satisfaction of $803,860 included in accounts payable. In addition, the Company issued 1,337,500 pre reverse split or 22,292 post reverse split shares as reimbursement for 991,665 pre reverse split or 16,528 post reverse split shares that were transferred by AtlasFinTech, as stated above, to satisfy the Company requirements to pay interest on various loans with unrestricted shares. As such a total of 4,125,776 pre reverse split or 68,763 post reverse split shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) were transferred to Atlas FinTech in satisfaction. In the quarter ended March 31, 2025, AtlasFinTech transferred some of its shares to Tau to provide the Company with funding as the Company no longer had registered shares available. The value of the shares resulted in $177,334 of value contributed to the Company. As a result, the board approved the issuance of 27,282 shares to renumerate AtlasFinTech resulting in a net zero impact to the Company. Advances from Related Parties As of December 31, 2023 and 2022, a related party had advanced $3,104,097 and $319,166, respectively, to the Company. Through February 9, 2024, the Co-Sponsors advanced an additional $1,052,300 for an aggregate of $4,156,397 advanced to the Company and offset the balance by $58,828 in receivable from Co-Sponsor. On February 9, 2024, upon the Closing of the Business Combination, the advances from related party, the related party loan of $480,000 as described below and the $58,828 receivable from related party was settled with the issuance of 33,333 shares post reverse-split settling a total of $4,636,397 in liabilities and $58,828 in receivables. The value of the shares granted was based on $60 per share resulting in a deemed dividend to the related party of $15,422,431. Atlas FinTech, a related party and shareholder, incurred expenditures of $803,860 in connection with the business combination. The amount is included in accounts payable and accrued liabilities as of June 30, 2024. On August 9, 2024, the Company issued 2,788,276 pre reverse split or 46,471 post reverse split shares to Atlas FinTech as full settlement of this payable as described above. On December 27, 2024, a director of the Company advanced $9,000 to cover the Company registration statement filing fees. The amount remains unpaid and is included in account payable. On March 21, 2025, a director of the Company advanced $6,000 to cover the Company registration statement filing fees. The amount remains unpaid and is included in account payable. On June 30, 2025, a director of the Company advanced $20,000 to cover the Company Bancorp acquisition extensions payments. The amount remains unpaid and is included in account payable. As of June 30, 2025 $164,088 of payables to former officers and directors prior to the Business Combination are included in Advances to from related party. Founder Shares The sale of the Founders Shares to the Company’s directors and director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 4,083 post reverse-split shares granted to the Company’s directors and director nominees was $1,462,650 or $358.2 per share post split. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. The transaction closed on February 9, 2024 the transaction was recognized as of February 9, 2024. Related Party Loans On March 14, 2022, the Company issued an unsecured promissory note, effective as of January 3, 2022, in the amount of up to $480,000 to Quantum Ventures to evidence 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 an initial business combination. The note was required to be repaid in cash at the Closing and was not convertible into Private Warrants. The promissory note was past due as of December 31, 2023 and on February 9, 2024, upon the Closing of the Business Combination, the unsecured promissory note was settled with the issuance of 33,333 shares post reverse-split (see above.) ​ F-21 Table of Contents NOTE 9. NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES Registration Rights The Company filed two registration statements on Form S-1 to register the resale of up to 77,577,099 shares of Common Stock (on a pre-split basis) and up to 34,532,737 shares of Common Stock (on a post-split basis) by the selling stockholders named in the respective registration statements, which became effective on August 14, 2024 and March 6, 2025, respectively. The Company did not and will not receive any of the proceeds from these sales. Earnout Liability In connection with the Closing, and pursuant to the terms of the Business Combination Agreement, stockholders of AtlasClear (the “AtlasClear Stockholders”) received merger consideration (the “Merger Consideration Shares”) consisting of 4,440,000 shares pre reverse split or 74,000 post reverse split of common stock of the Company, par value $0.0001 per share (the “Common Stock”). In addition, the AtlasClear Stockholders will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”) upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will not be issued. Atlas FinTech will also receive up to $20 million of shares of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. The revenue targets will be measured yearly for five years following the Closing, with no catch-up between the years. The Earn Out provision was analyzed under ASC 480 and ASC 815. The Software Products Earn Out Shares Payments in this transaction are within the scope of ASC 480 and therefore will be accounted for as a liability and included in the purchase price consideration. The revenue earnout was estimated using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity. As of June 30, 2025 and 2024 the fair value of the earnout liability was $11,369,000 and $12,298,000, respectively. See Note 17 Fair Value Measurements for additional information. Business Combination Marketing Agreement and Chardan Note In connection with the Closing on February 9, 2024, the Company and Chardan agreed that the fee, in the amount of $7,043,750, payable by the Company to Chardan upon the Closing pursuant to the terms of the business combination marketing agreement entered into in connection with Quantum’s initial public offering, would be waived in exchange for the issuance by the Company to Chardan of a convertible promissory note in the aggregate principal amount of $4,150,000. Additionally, the Company entered into a settlement and mutual release with Chardan which amended the original note to a principal amount of $5,209,764. As of June 30, 2025 $4,250,000 of the amount were converted to shares of Common Stock and subsequently through September 19, 2025 the remaining $959,764 in principal was converted to Common Stock and settled paid in full. Also on February 9, 2024, the Company entered into a registration rights agreement with Chardan (the “Chardan Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file with the SEC within 45 days after the Closing Date a registration statement registering the resale of the shares of Common Stock issuable upon exercise of the Original Chardan Note and to use its reasonable best efforts to have such registration statement declared effective as soon as possible after filing. If the registration statement was not filed within 45 days after the Closing or was not effective within a specified period after the Closing (or if effectiveness is subsequently suspended or terminated for at least 15 days, subject to certain exceptions), then the interest rate of the Original Chardan Note increased by 2% for each week that such event continued. The Chardan Registration Rights Agreement also provided that the Company was obligated to file additional registration statements under certain circumstances, and provided Chardan with customary “piggyback” registration rights. On May 7, 2024, Chardan Capital Markets LLC (“Chardan”) filed a complaint in the Court of Chancery of the State of Delaware in an action entitled Chardan Capital Markets LLC v. AtlasClear Holdings, Inc. , C.A. No. 2024-0480-LWW, for alleged breach of contract, breach of the implied covenant of good faith and fair dealing, and specific performance, alleging that the Company breached the Chardan Registration Rights Agreement, by failing to file a registration statement with the SEC to permit the public resale of certain registerable securities in an amount sufficient to cover the Original Chardan Note. Chardan alleged that the Company’s failure to file the registration statement left Chardan without the ability to convert and sell shares of the Company’s Common Stock as allowed for under the Original Chardan Note. F-22 Table of Contents On October 23, 2024, the Company, Quantum Ventures, Chardan and Chardan Quantum LLC entered into an agreement pursuant to which they settled the claim referenced above, and any and all related claims (the “Settlement Agreement”). In connection with the Settlement Agreement, Chardan exchanged the Original Chardan Note for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (as amended the “Chardan Note”). While the Chardan Note does not bear interest, it can be converted from time to time by Chardan, in whole or in part, into shares of Common Stock at the election of the holder at any time at a conversion price equal to 90% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date which was on terms substantially similar to the conversion provisions in the Original Chardan Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Chardan Note. In connection with the Settlement Agreement, on October 23, 2024, the Company and Chardan entered into an amendment (the “Chardan Amended RRA”) to the registration rights agreement, dated February 9, 2024, pursuant to which the Company registered the resale of shares of Common Stock issuable upon conversion of the Chardan Note. The Chardan Note is a Troubled Debt Restructuring (“TDR”) in scope of ASC 470-60, as the Company is both experiencing financial difficulty and Chardan has granted a concession. Since the debt restructuring involves a modification of terms of the note, it is accounted for prospectively from the time of restructuring (i.e., a new effective interest rate is established based on the carrying value of the Original Note and the revised cash flows). In addition, the maximum total undiscounted future cash payments $5,209,764 exceed the carrying amount of the Original Note $3,282,518; therefore, no adjustment to the carrying amount of the restructured debt is required and no restructuring gain is recognized. Any new fees to Chardan should be capitalized and amortized, while fees paid to third parties should be expensed. Any changes to the terms of the bifurcated derivative will go through income as a change in fair value. During the year ended June 30, 2025, the Company received conversion notices for an aggregate principal amount of $4,975,000, and received a total of 2,744,623 post reverse split shares of Common Stock, of which 6,113 post reverse split were registered shares transferred from Quantum Ventures and 2,119 post reverse split were registered shares transferred from Atlas FinTech, (see Note 8 Relate Party Transactions- related party shares issuance/transfers above), and 2,736,391 post reverse split were newly issued registered shares. During the year ended June 30, 2025, Quantum Ventures transferred 2,427 post reverse split and Atlas Fintech transferred 877 post reverse split registered shares to pay for accrued interest of $212,803. During year ended June 30, 2025, the Company recognized $137,872 in interest expense on the principal and $1,772,558, of interest related to the amortization of the debt discount created with the derivative liability. As of June 30, 2025, the principal balance on the note was $959,764 and $240,897 of unamortized remaining discount for total carrying balance of $718,867. See Note 17 for additional information on the fair value and change in fair value related to the derivative. Commercial Bancorp ​ On November 14, 2024, the Company and Commercial Bancorp agreed to amend the agreement and plan of merger, dated November 16, 2022 (as amended, the “Bank Acquisition Agreement”), to extend the termination date of the Bank Acquisition Agreement from November 16, 2024, to May 14, 2025. Pursuant to the amendment, the parties expect to enter into a new and mutually agreed agreement for the Company to acquire the shares held by such shareholders of Commercial Bancorp. No Commercial Bancorp shareholder is required to agree to such amended or new agreement. Failure to enter into a new agreement or amendment to the Bank Acquisition Agreement shall constitute termination of the Bank Acquisition Agreement without liability. The Company was to issue to the shareholders of Commercial Bancorp, without additional compensation, 8,333 shares of common stock and the previously issued 667 shares to the Commercial Bancorp shareholders were to be cancelled. The shares were not issued timely and as a result the Company agreed to issue 36,070 shares due to the drop in stock value during the delay. The 36,070 shares were issued on March 13, 2025 and were valued at $43,645 based on the trading price of the Common Stock of $1.21 on March 13, 2025. The value of the shares issued was recorded as a deposit towards the acquisition of Commercial Bancorp. The extension period terminated on May 14, 2025, as such the Company has agreed to pay $5,000 cash payment for each two-week extension. As of June 30, 2025, the Company paid $20,000 in cash and extended the agreement until July 9, 2025. As of the date of filing the Company has paid and additional $30,000 to extend until October 1, 2025. F-23 Table of Contents Expense Settlements ● Carriage House Capital, Inc. – up to 5,833 shares of Common Stock that were issued, or may become issuable, to Carriage House Capital, Inc. (“Carriage”), pursuant to the Consulting Agreement, dated as of February 19, 2024, between Carriage and the Company (the “Carriage Agreement”), as partial consideration for consulting services rendered to the Company, at the price per share of $298.80 on the day of issuance. The total consideration due under the Consulting Agreement is 5,833 shares of Common Stock, 1,6677 shares of which were due upon signing of the contract and 4,166 shares of which were due. On February 9, 2024, 1,667 shares were issued, and were valued at $298.80 per share as agreed upon consideration. As of June 30, 2024 the 4,166 unissued shares were recorded at fair value of $259,893 at $62.38 per share based on the closing price on June 30, 2025. On January 15, 2025 the Company issued the remaining 4,166 shares under the agreement and valued at the closing price on the date of issuance of $6.50 per share resulting in settlement of the stock payable at $27,100, and recognized the change in fair value of the stock payable of $232,793. ● Interest Solutions, LLC –2,408 shares of Common Stock that may become issuable to Interest Solutions, LLC (“Interest Solutions”), pursuant to a convertible promissory note, dated as of February 9, 2024, in the aggregate principal amount of $275,000 (the “Interest Solutions Note”) at a price per share of $120. Accrued interest on the Interest Solutions Note is payable monthly, beginning on June 30, 2024, at a rate of 13% per annum and mature on February 9, 2026. Until all payments have been made to the Wilson-Davis Sellers, interest on the Interest Solutions Note may be paid in cash or shares of Common Stock valued at the then-current conversion price. Thereafter, all accrued interest must be paid in cash. During the year ended June 30, 2025 the Company recognized $35,652 in interest expenses. Quantum Ventures transferred registered shares to pay for $9,011 in accrued interest. As of June 30, 2025 and June 30, 2024, there is $315,549 and $288,908 included in Promissory note payable. ● JonesTrading Institutional Services LLC –3,283 shares of Common Stock that may become issuable to JonesTrading Institutional Services LLC (“JonesTrading”), pursuant to a convertible promissory note, dated as of February 9, 2024, in the aggregate principal amount of $375,000 (the “JonesTrading Note”) at a price per share of $120. Accrued interest on the JonesTrading Note is payable monthly, beginning on June 30, 2024, at a rate of 13% per annum and mature on February 9, 2026. Until all payments have been made to the Wilson-Davis Sellers, interest on the Interest Solutions Note may be paid in cash or shares of Common Stock valued at the then-current conversion price. Thereafter, all accrued interest must be paid in cash. During the year ended June 30, 2025 the Company recognized $48,617 in interest expenses and the Quantum Ventures transferred 101 registered shares to pay for $12,288 in accrued interest. As of June 30, 2025 and June 30, 2024, there is $430,295 and $393,966 included in Promissory note payable. ● Toppan Merrill LLC – the Company issued to Toppan Merrill LLC (“Toppan”) a promissory note, dated as of February 9, 2024, in the aggregate principal amount of $160,025 (the “Toppan Note”). The maturity date of the Toppan Note is February 8, 2026 and the note accrues interest at a rate of 13% per annum. The principal and interest payments due under the note is not payable in shares of Common Stock. During the year ended June 30, 2025 the Company recognized $15,694 in interest expenses. As of June 30, 2025 and June 30, 2024, there was $185,788 and $170,094, respectively, included in Promissory note payable. ● Winston & Strawn LLP – up to $2,500,000 in shares of Common Stock that may become issuable to Winston & Strawn LLP (“Winston & Strawn”), pursuant to a subscription agreement, dated as of February 9, 2024, between Winston & Strawn and the Company (the “Winston & Strawn Agreement”). Pursuant to the Winston Agreement, the Company may issue $2,500,000 worth of shares of Common Stock as payment for legal services, in three equal installments of $833,333 beginning on August 9, 2024. As of June 30, 2025 and June 30, 2024, the amount is included in Subscription agreement as an liability of $2,489,945 and $2,425,647, respectively. Due to the nature of the settlement terms, the subscription agreement was deemed to be a derivative liability to the Company as of June 30, 2024 under ASC 480. Change in fair value of the subscription agreement are measured at each reporting period with change reported in earnings. See valuation approach and further disclosure on Note 17. ● Outside The Box Capital Inc. –6,919 shares of Common Stock that were issued to Outside The Box Capital Inc. (“OTB”), pursuant to a Marketing Services Agreement, as payment in shares for services rendered to the Company the shares were valued at the closing price on the date of issuance of $5.70 per share resulting in compensation expense of $39,404. ● Locbox Technologies, Inc. – 203,425 shares of Common Stock that were issued to Lockbox Holdings (“LCBX”), pursuant to a Software As A Services License Agreement, as payment in shares for services rendered through June 30, 2025. The F-24 Table of Contents shares were valued at the closing price on the date of issuance of $0.2053 per share resulting in compensation expense of $41,763. The Company shall pay LCBX $20,000 per month, of which the Company has the option to pay in cash or stock. If paid in stock the company shall use 90% of the five day VWAP of the last trading of the preceding month. The parties agreed to a 9.9% blocker for maximum equity ownership, if LCBX is blocked from receiving shares as payment cash must be paid. In the event cash is not paid timely a 13% interest charge will apply on the amount outstanding. At the end of the twelve month term, the Company shall have the right to acquire 5% of LCBX at a $10,000,000 valuation, approximately a $500,000 investment by the Company. LCBX agrees to credit 50% of the total license fees paid by ATCH through the term towards the acquisition. ● Stock Promotion Agreement. – On June 23, 2025, 100,000 shares of Common Stock were issued to an individual third party pursuant to a Stock Promotion Agreement for a six month service period. The shares were valued at the closing price on the date of issuance of $0.1905 per share resulting in value of $19,050 which was recorded as a prepaid and will be expensed over the six months service period. There are no performance obligations and upon termination of agreement compensation remains due as such the valuation date was deemed to be the date of issuance. ● Longside Ventures LLC – 200,000 shares of Common Stock that were issued or to be issued to Longside Ventures LLC. (“Longside”), pursuant to a Services Agreement, dated as of August 29, 2025 as payment in shares for strategic communications, and corporate advisory services to be rendered to the Company. 100,000 shares were issued upon execution of the agreement and the other 100,000 will be paid on the one-month anniversary thereof. Secured Convertible Note Financing On February 9, 2024, Wilson-Davis and Quantum entered into a securities purchase agreement (the “Purchase Agreement”) with Funicular Funds, LP, a Delaware limited partnership (“Funicular”), pursuant to which the Company sold and issued to Funicular, on that date, a secured convertible promissory note in the principal amount of $6,000,000 (the “Funicular Note”) for a purchase price of $6,000,000, in a private placement (the “Secured Note Financing”). The proceeds raised in the Note Financing were used to pay a portion of the purchase price paid at Closing to the Wilson-Davis Sellers. The Funicular Note has a stated maturity date of November 9, 2025. Interest accrues at a rate per annum equal to 12.5%, and is payable semi-annually on each June 30 and December 31. On each interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind by increasing the principal amount of the Funicular Note. In the event of an Event of Default (as defined in the Funicular Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 20% per annum. The Funicular Note is convertible, in whole or in part, into shares of Common Stock at the election of the holder at any time at an initial conversion price of $10.00 per share pre reverse split or $600 post reverse split (the “Conversion Price”). The Conversion Price is subject to adjustment monthly to a price equal to the trailing five-day VWAP, subject to a floor of $2.00 per share pre reverse split or $120 post reverse split (provided that if the Company sells stock at an effective price below $2.00 per share pre reverse split or $120 post reverse split, such floor would be reduced to such effective price, which is now determined to be $0.15), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Company has the right to redeem the Funicular Note upon 30 days’ notice after the earlier of August 7, 2024 and the effectiveness of the Registration Statement (as defined in the Funicular Note), and Funicular would have the right to require the Company to redeem the Note in connection with a Change of Control (as defined in the Note), in each case for a price equal to 101% of the outstanding principal amount of the Note plus accrued and unpaid interest. The Funicular Note contains covenants which, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, incur additional liens and sell its assets or properties. The Funicular Note is secured by a perfected security interest in substantially all of the existing and future assets of the Company and each Grantor (as defined in the Security Agreement, as defined below), including a pledge of all of the capital stock of each of the Grantors, subject to certain exceptions, as evidenced by (i) a security agreement, dated as of February 9, 2024 (the “Security Agreement”), entered into among the Company, each of the Company’s subsidiaries and Funicular, and (ii) a guaranty, dated as of February 9, 2024 (the “Guaranty”), executed by each of the Company’s subsidiaries pursuant to which each of them has agreed to guaranty the obligations of the Company under the Funicular Note and the other Loan Documents (as defined in the Funicular Note). As a result of the delay in filing the registration statement the Company incurred $1,500,000 in fees through June 30, 2024 which has been added to the principal of the note. F-25 Table of Contents Funicular Amendment On January 7, 2025, the Company and Funicular Funds, LP (“Funicular”) entered into an Amendment, Waiver and Consent (the “Amendment”). Pursuant to the Amendment, the Company and Funicular agreed to certain amendments to the secured promissory note, in the original principal amount of $6 million (the “Secured Note”), and the registration rights agreement (the “Funicular RRA”), in each case entered into between them on February 9, 2024, including an extension of the maturity date of the Secured Note from November 9, 2025 to January 31, 2028. In addition, Funicular agreed to waive certain defaults by the Company under the Secured Note and the Funicular RRA and consented to the transactions contemplated by the Purchase Agreement. The Company and the Investor agree that (a) as of December 31, 2024, the aggregate principal amount of the Note, including all accrued interest through such date (all of which has been added to the principal amount as payment-in-kind) and the aggregate amount of all Registration Delay Payments through such date, is $9,357,195, and (b) effective as of January 1, 2025, the Note will accrue interest at the rate of 12.5% per annum specified in the Note, and not at the default rate of 20% per annum. As of January 7, 2025, AtlasClear Holdings, Inc. accounted for the Amendment as a restructuring under troubled debt restructuring in accordance with ASC 470-60 (“TDR”) of the outstanding liabilities related to the Amendment. The Amendment results in the future undiscounted cash flows of the modified debt being greater than the net carrying value of the original debt, as the only change to cash flows is the additional interest for the period from old maturity date to the new maturity date. Since the maximum total undiscounted future cash payments exceeds the carrying amount of the payable, no adjustment to the carrying amount of the restructured debt is required and no restructuring gain is recognized. During the year ended June 30, 2025, the Company received notice to convert principal and interest totaling $509,549 resulting in the issuance of 258,678 shares. During the year ended June 30, 2025, the Company incurred an additional $600,000 in fees due to delays in the registration statement and the unpaid interest of $1,831,819 was applied to the principal balance for a total principal balance of $9,422,271 as of June 30, 2025. For the year ended June 30, 2025, the Company recognized $1,720,449, of interest expense on the principal and $457,922 of interest related to the amortization of the debt discount issued with the note. As of June 30, 2025, the carrying value of the notes was $8,909,070 net of discount of $513,201. During the year ended June 30, 2025 the Quantum Ventures transferred 368,004 pre reverse split or 6,133 post reverse split registered shares to pay for interest of $217,373. As a result of the Company’s lack of authorized shares to satisfy its share obligations, the note now falls under ASC 815 and is required to be accounted for at fair value with change in fair value recorded in the statement of operations. See valuation approach and further disclosure on Note 14. Sellers Note As a result of the acquisition of Wilson-Davis the company issued (i) $5,000,000 in aggregate principal amount of notes due 90 days after the Closing Date (the “Short-Term Notes”) and (ii) $7,971,000 in aggregate principal amount of notes due 24 months after the Closing Date (the “Long-Term Notes” and, together with the Short-Term Notes, the “Seller 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). During the year ended June 30, 2025, the Company received conversion notice for a total $5,000,000 in short term loan principal and $366,979 of short term loan interest, and long term loan principal of $6,995,624 and $937,773 of long term interest. In addition the Company received conversion notice for a total of $1,439,586 in Merger Financing as discussed below and $256,091 of Merger Financing interest receiving a total of approximately 34,931,855 shares of common stock newly issued registered shares. During the year ended June 30, 2025, the company recognized $366,978 in interest expense on the short-term principal, $969,473 in interest expense on the long-term principal and $594,370 of interest related to the amortization of the debt discount on long-term loan created with the derivative liability. During the year ended June 30, 2025 the Quantum Ventures transferred 6,133 registered shares to pay for accrued interest of $92,083 on short-term loan and $98,483 on long-term loan. As of June 30, 2025 the principal balance and accrued interest of F-26 Table of Contents short-term loan was fully settled with shares in agreed upon conversion terms. As of June 30, 2025 the principal balance on the long-term loan was $975,573 and $31,706 in accrued interest less of $27,167 of unamortized debt discount for total principal balance of $980,112 in long-term loans. The loan matures on February 9, 2026, as such the long term loan has been included in current liabilities. As of September 19, 2025 both the short term and long terms Seller’s Notes have been paid in full. See subsequent event Note 19 for further detail. Contingent Guarantee In connection with the acquisition of Wilson-Davis, Founder shares were transferred to cover a cash deficit of $4,000,000. The agreement has a make-whole provision that is required to be accounted for under ASC 480. The Company has valued the obligation as of June 30, 2024 based on the cash value that would need to be renumerated by the Company. The value of the cash that would be paid was deemed to be the fair value of the contingent guarantee. As of February 9, 2024, the 885,010 shares transferred by the Founder were valued at $8,850,100 which was greater than the $4,000,000 guaranteed value as such the value of the guarantee was deemed to be zero on February 9, 2024. As a result of the decrease in stock prices through June 30, 2024, the Sellers recovered $743,137 in cash through sales of the shares transferred resulting in the value of the liability as of June 30, 2024 to be $3,256,863. During the year ended June 30, 2025, the Atlas FinTech agreed to transfer 1,234,990 in registered shares to the sellers under the contingent guarantee, resulting in a reduction in the contingent guarantee of $1,210,290 based on the fair value of the shares transferred on the transfer date. On August 9, 2024, the Company entered into an agreement to modify the terms of the contingent guarantee where the Company agreed to enter into a convertible note on the amount that has not yet been recovered through share issuances of $2,886,347 plus a 5% convenience fee applied resulting in the Company issuing a convertible note of $3,030,665 due February 9, 2026. This Convertible Promissory Note (this “Merger Financing”) is being issued pursuant to that certain Post-Closing Agreement dated effective August 9, 2024 (the “Agreement”), by and between the Company and the former stockholders of Wilson-Davis, to address the remaining Gross Proceeds Shortfall that cannot be remedied by the transfer of Additional Shares. Capitalized terms used but not defined herein shall have the meanings given to them in the Stock Purchase Agreement, as defined in the Agreement. The note was analyzed under ASC 480 and ASC 815, as a result of the Company not having sufficient shares authorized to settle the convertible note, the Merger Financing note falls under ASC 815. During the year ended June 30, 2025, the Company received notice to convert $1,439,586 in principal and $256,091 in interest, see Sellers Note above for total shares issued to convert principal and interest on all conversion notices received from the Sellers. Under ASC 815 the conversion feature was bifurcated resulting in a conversion liability of $113,044 for the Merger Financing and at issuance. For the year ended June 30, 2025, the Company recognized $307,801 in interest expense on the principal and $88,830 of interest related to the amortization of the debt discount created with the derivative liability. The carrying balance as of June 30, 2025, net of principal converted to shares of $1,439,586, is $1,618,575, net of $24,215 in unamortized debt discount. See Note 17 for additional information on the fair value of the derivative. Line of Credit Wilson-Davis has a $10,000,000 revolving line of credit with BMO Harris Bank N.A. The interest rate is determined at the time of borrowing as agreed by the Company and the bank. The line of credit currently provides for interest at the bank’s overnight rate plus 1.5% and is secured by Wilson-Davis’ assets. In addition, the line of credit carries an interest rate of 0.5% on its unused portion. The interest cost was $50,833 for the year ended June 30, 2025. The Company did not have an outstanding balance on the line of credit as of June 30, 2025. The line of credit contains certain loan covenants and advances on the line of credit are payable on demand. Management believes the Company was in compliance with applicable covenants as of June 30, 2025. ​ The line of credit agreement requires Wilson-Davis to maintain line of credit collateral with value, as determined by the bank, in an amount at least equal to a percentage of the loan amount as specified by the bank. Advances on the line of credit are payable on demand. The entire amount of this credit facility is available to be drawn and used to meet Wilson-Davis’ liquidity requirements for NSCC clearing margin deposits. F-27 Table of Contents Tau Agreement - ELOC On July 31, 2024, the Company and Tau Investment Partners LLC (“Tau”) entered into an at-the-market agreement (the “ELOC”). Pursuant to the ELOC, upon the terms of and subject to the satisfaction of certain conditions, the Company has the right from time to time at its option to direct Tau to purchase up to a specified maximum amount of shares of the Common Stock, up to a maximum aggregate purchase price of $10 million (the “Aggregate Limit”), over a 24-month term commencing on the date of the ELOC. The Company may request, on dates determined by it, individual advances up to the greater of 100,000 shares or such amount as is equal to 50% of the average daily volume traded of the Common Stock during the 30 trading days immediately prior to the date the Company requests each advance, subject to the Aggregate Limit. Any such advance will reduce amounts that the Company can request for future advances and draw downs. The purchase price payable for the shares sold pursuant to any advance will be equal to 97% of the lowest volume weighted average price of the Common Stock during a pricing period of three consecutive trading days following Tau’s receipt of the applicable advance notice. Tau’s obligation to purchase the shares the Company requests to sell pursuant to any advance is conditioned upon, in addition to certain other customary closing conditions, the continued effectiveness of a registration statement pursuant to which Tau may freely sell the shares to be received. The issuance and sale of the shares of Common Stock pursuant to the ELOC will be exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) thereof. The Company filed a registration statement with the Securities and Exchange Commission for the resale by Tau of at least 10,000,000 pre reverse split or 166,667 post reverse split shares of Common Stock (the “Commitment Amount”). The Company sold to Tau the Common Stock at a Purchase Price equal to 97% of the lowest VWAP of the Common Stock during a pricing period of 3 consecutive trading days commencing on the trading day the Advance Notice is received by the Investor. If the VWAP on any trading day during a pricing period under was below a minimum price set by the Company in connection with each Advance Notice (the “MAP”) then for each such trading day (i) the requested Advance amount was automatically reduced by an amount equal to 33% of the original requested Advance amount and (ii) such day was not be factored into the determination of the Market Price. Second ELOC Agreement On February 5, 2025, the Company and Tau entered into an at-the-market agreement (“Second ELOC Agreement”). Pursuant to the Second ELOC Agreement, upon the terms thereof and subject to the satisfaction of certain conditions, we have the right from time to time at our option to direct Tau to purchase up to a specified maximum amount of shares of our Common Stock, up to a maximum aggregate purchase price of $12.25 million (the “Aggregate Limit”), over the 24-month term of the Second ELOC Agreement. We may request, on dates determined by us, individual advances up to the greater of 2,000 shares or such amount as is equal to 50% of the average daily volume traded of the Common Stock during the 30 trading days immediately prior to the date we request each advance, subject to the Aggregate Limit. Any such advance will reduce amounts that we can request for future advances and draw downs. The purchase price payable for the shares sold pursuant to any advance will be equal to 97% of the lowest VWAP of the Common Stock during a pricing period of three consecutive trading days following Tau’s receipt of the applicable advance notice. Tau’s obligation to purchase the shares we request to sell pursuant to any advance is conditioned upon, in addition to certain other customary closing conditions, the continued effectiveness of a registration statement pursuant to which Tau may freely sell the shares to be received. The Company analyzed both the Commitment Amount and the Commitment fee under ASC 480 and ASC 815. The Commitment Amount is classified as a liability and is initially measured at fair value. The Commitment Amount is subsequently measured at fair value at each reporting period with subsequent changes in fair value recorded in earnings. ASC 815-40-35-8 through 35-9 require an issuer to reassess the classification of both freestanding equity contracts and embedded equity features at each balance sheet date. If the classification changes because of events occurring during the reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. As consideration the Company was to issue to the Investor a fee equal to 1.25% of the Commitment Amount (the “Commitment Fee”) due in shares upon closing based on the closing price on the day prior to approval of the S-1. As the Commitment Fee is a variable share obligation within the scope of ASC 480, it must be initially and subsequently measured at fair value through earnings at each reporting period. When estimating the fair value, the Company has followed the guidance in ASC 820 Fair Value Measurement. As both the Commitment Amount and Commitment Fee were issued in a single transaction and are both remeasured to fair value through earnings in each subsequent reporting period, the proceeds received should be allocated to each freestanding financial instrument on a F-28 Table of Contents relative fair value basis. As such, as of June 30, 2025 the Company requested advance notices for a total of $2,093,822 which resulted in approximately 1,615,168 shares to be sold by Tau. Tau sold and settled 1,574,263 shares, of which 7,378 were shares transferred by a related party and 1,566,885 were shares issued by the Company, under the ELOC resulting in $1,911,472 of proceeds under the ELOC of which $41,089 remain as stock receivable. Tau purchased the shares from the Company at $2,116,710 resulting in a realized gain of $22,888. As of June 30, 2025, 35,282 all shares issued to Tau towards have been settled. See Note 17 for additional information regarding the fair value method applied to the ELOC agreement and related disclosures. Subordinated Loan Agreements Previously, the Company entered into six subordinated loan agreements totaling $650,000, all of which are payable to former officers and directors of the Company. The agreements renew annually and provide for interest at 5% per annum. To provide the additional capital needed, Wilson-Davis’ former officers and directors, and investors, funded $1,300,000 in subordinated demand notes in October 2023. The notes matured in October 2024 and were renewed to mature in October 2025 at an interest rate of 8% per annum, payable quarterly. One of the notes ($20,000) was not renewed and paid in full during October 2024. The Company anticipates that all remaining notes will be renewed for additional one-year periods, unless circumstances or Company requirements change. The loan principal is unsecured and subordinated in right of payment to all claims of present and future creditors of the Company. The subordinated loan agreements have been approved by the Financial Industry Regulatory Authority (FINRA) and are available for computing net capital under the Securities and Exchange Commission’s uniform net capital rule (see note 4). To the extent that the borrowings are required for compliance with the minimum net capital requirements, they may not be repaid. Hanire Purchase Agreement On December 31, 2024, the Company and Hanire, LLC (“Hanire”) entered into a securities purchase agreement (the “Hanire Purchase Agreement”) for the purchase and sale, in a private placement, of (i) up to 333,333 shares (the “Shares”) of Common Stock, at a purchase price of $15.00 per share (after giving effect to the 1-for-60 reverse stock split), and (ii) a convertible promissory note (the “Hanire Note”) in the principal amount of up to $40 million (plus any amount by which the aggregate purchase price paid by Hanire for the Shares is less than $5 million as a result of the Share Limit, as defined below). To the extent the number of Shares to be purchased by Hanire at the Hanire Closing would cause Hanire to own more than 19.9% of the Company’s outstanding voting stock, the number of Shares will be reduced such that the number of Shares is equal to 19.9% of the total outstanding voting stock (the “Share Limit”). The consummation of the issuance and sale of the Shares and the Hanire Note (the “Hanire Closing”) was to occur at such time as agreed to by the Company and Hanire on or before January 31, 2025 (subject to extension by up to 15 days by Hanire), subject to customary closing conditions. On June 30, 2025, the note was amended so that closing shall occur no later than June 30, 2025 (subject to extension by up to 7 days of written notice of the Investors given on or prior to June 30, 2025. As of June 30, 2025, Hanire had not yet been funded under this agreement and thereby did not close. The agreement is contingent on funding and therefore has no accounting implications until funded The Hanire Note will provide for Hanire to loan funds, up to the aggregate maximum principal amount of the Hanire Note, in tranches, as follows: (i) $5 million (plus any amount by which the aggregate purchase price paid by Hanire for the Shares is less than $5 million as a result of the Share Limit) at the Hanire Closing, (ii) $12.5 million upon the Company securing a settlement of amounts outstanding to the principal owners of Wilson-Davis, (iii) $7.5 million at such time as the Company files a quarterly report on Form 10-Q or annual report on Form 10-K that shows that the Company has achieved positive net income on a consolidated basis in the most recent reporting period, and (iv) $15.0 million at such time as the Company receives approval from all regulatory authorities to acquire Commercial Bancorp. Unpaid principal amounts under the Hanire Note will accrue simple interest at a rate of 12.0% per annum, payable commencing three months after the initial draw and thereafter quarterly until the maturity date of January 31, 2028. The unpaid principal amount and all accrued interest under the Hanire Note is convertible at any time after certain conditions are met (including receipt of stockholder approval for the issuance of shares upon conversion), at the option of Hanire, into shares of Common Stock (the “Conversion Shares”) at a conversion rate equal to 60% of the volume-weighted average price of the Common Stock for the 20-consecutive trading day period immediately prior to the conversion date. The Company registered the resale by Hanire of up to 333,333 shares of Common Stock. On September 12, 2025, the Company received $100,000 as a good faith deposit towards the Hanire Purchase Agreement. An amendment to the Hanire Purchase Agreement is currently being negotiated. See subsequent event Note 19 for further detail. F-29 Table of Contents Indemnification Agreements On the Closing Date, in connection with the Closing, the Company entered into indemnification agreements with each of its directors and executive officers, which provide for indemnification and advancements by the Company of certain expenses and costs under certain circumstances. The indemnification agreements provide that AtlasClear Holdings will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as a director or officer of AtlasClear Holdings, to the fullest extent permitted by Delaware law, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws. Wilson-Davis On February 27, 2018, an extended hearing panel of the Department of Enforcement of the Financial Industry Regulatory Authority, Inc. (“FINRA”), Office of Hearing Officers, issued its decision ordering fines aggregating $1.47 million for violations of the applicable short sales and anti-money laundering rules. Wilson-Davis appealed the decision to the National Adjudicatory Council (“NAC”). On December 19, 2019, NAC issued its decision ordering that the fines be reduced by $205,000 to an aggregate $1.265 million. Wilson-Davis made a timely appeal to the SEC to hear the case. On December 28, 2023, the SEC issued a ruling affirming the findings of violations and remanding the matter back to FINRA to reconsider the appropriate sanctions in light of the SEC decision. On July 10, 2025, the National Adjudicatory Counsil reduced the fines to an aggregate of $490,000. The Company made a timely appeal of the decision to the SEC. Pursuant to FINRA Rules, the Company’s timely appeal of the decision to the SEC deferred the effectiveness of the findings and sanctions. Due to the disparity in the range of fines of similar cases, the Company believes that the final amount is not reasonably estimable. The Company has booked a contingent liability totaling $100,000 which represents the estimated low end of the possible range of fines. Software Development and License agreement On June 10, 2025, the Company and Pacsquare entered into a Software Development and License agreement, where the parties agreed to supersede and replace the Pacsquare Purchase Agreement and to fully release one another form any and all obligations or claims arising from or pursuant to the prior agreement. Therefore as a result of entering into the agreement the parties agreed to a 36 month term software development and licensing service where Pacquire will continue to develop the Online Account Application (“OLA”) provide updates, bug fixes, patches or other error corrections and ongoing maintenance and support throughout the term of the agreement. Pacquare will deliver the existing source code and provide up to 80 hours of developer-to developer support for knowledge transfer to new developers of the Company for a six month period. The OLA license shall be held by the Company perpetually can be transferred and will be royalty free to modify and develop the platform for internal use or for white-label deployment, to charge correspondents a fee for use and transfer and assign such license in connection with the sale of WDCO or Atlas. Payment shall be $375,00 payable over the 36 month term as follows: $20,000 upon effective date of agreement, $15,000 first month payment and $10,000 for the remaining 34 months. ​ NOTE 10. ACQUISITION OF WILSON-DAVIS Prior to the Closing, AtlasClear and the Company entered into two amendments to the Broker-Dealer Acquisition Agreement with Wilson-Davis and the then-owners of Wilson-Davis. As a result of the closing of the business combination the Company allocated the purchase price with the acquisition of Wilson-Davis under the acquisition method of accounting. The final allocation of the purchase consideration for the merger was determined and is summarized below. F-30 Table of Contents As such the allocation of the purchase price is as follows: ​ ​ ​ ​ Cash paid to Wilson-Davis shareholders $ 8,092,569 Short-term notes ​ 5,000,000 Long-term notes ​ 7,971,197 Value of shares transferred from sponsor ​ 6,000,000 Total consideration paid ​ 27,063,766 ​ ​ ​ ​ Allocated to: ​ ​ Cash ​ $ 11,333,271 Cash segregated ​ 22,000,605 Receivables ​ 4,065,148 Trading Securities, market value ​ 6,875 Prepaid Income Tax ​ 201,125 Accounts payable, accrued expenses and other current liabilities ​ (28,045,034) Current portion of lease liability ​ (161,212) Property and equipment ​ 23,645 Cash deposit BDs and Clearing Organizations ​ 3,536,664 Operating Lease Right-to-Use Lease Assets ​ 395,063 Other Assets ​ 385,058 Stock loan ​ (1,431,068) Long-term Lease liability ​ (239,629) Subordinated Borrowing ​ (1,950,000) Deferred tax liability ​ ​ (3,724,270) Trading Account deposit ​ (100,000) Net assets acquired ​ 6,296,241 Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill ​ $ 20,767,525 ​ The fair value of property and equipment was determined using the indirect cost approach which utilizes fixed asset record information including historical costs, acquisition dates, and asset descriptions and applying asset category specific nationally recognized indices to the historical cost of each asset to derive replacement cost new less depreciation. Management has also made the initial determination that all other assets and liabilities to be acquired are primarily estimated to be stated at their fair values, which approximates their recorded cost. While a final determination of the value of the identifiable intangibles has not been completed, management has made an initial determination that approximately $20.77 million of the excess of the purchase price over the net assets acquired should be allocated to identifiable intangible assets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ ​ ​ ​ Useful Life ​ ​ Amount ​ (Years) Customer Lists (a) ​ $ 14,625,000 12 Excess of purchase price ​ 20,767,525 — Goodwill ​ $ 6,142,525 — (a) The Wilson Davis customer relationships were valued using the Multi-Period Excess Earnings Method (“MPEEM”). The MPEEM reflects the present value of the operating cash flows generated by existing customer relationships after taking into account the cost to realize the revenue and an appropriate discount rate to reflect the time value and risk associated with the cash flows. Pro Forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of Wilson-Davis operations and AtlasClear Holdings’s operations, as though the acquisition of Wilson Davis had been completed as of the beginning of fiscal 2024. The pro forma financial information for the transition period ended June 30, 2024 combines our results for these periods with that of AtlasClear Holdings’s results for transition perioded ended June 30, 2024. F-31 Table of Contents The following table summarizes the unaudited pro forma financial information: ​ ​ ​ ​ ​ June 30, 2024 Total revenue ​ $ 5,247,150 Net loss ​ ​ (23,878,060) ​ ​ ​ ​ Weighted average shares ​ ​ Basic and diluted ​ 196,696 Net loss per shares: ​ ​ Basic and diluted ​ $ (121.40) ​ The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and the cost of financing the acquisition had taken place at the beginning of fiscal 2024. The financial information for the periods presented above includes pro forma adjustments as follows: ​ ​ ​ ​ ​ June 30, 2024 Transaction cost ​ $ (9,008,053) Amortization of intangibles ​ $ — Loss on AtlasClear acquisition ​ $ 86,392,769 Interest earned on investments held in trust ​ $ (256,279) ​ ​ NOTE 11. ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC In connection with the Closing, and pursuant to the terms of the Business Combination Agreement, stockholders of AtlasClear (the “AtlasClear Stockholders”) received merger consideration (the “Merger Consideration Shares”) consisting of 74,000 shares post reverse split of common stock of the Company, par value $0.0001 per share (the “Common Stock”). In addition, the AtlasClear Stockholders will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”) upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will not be issued. Atlas FinTech will also receive up to $20 million of shares of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. The revenue targets will be measured yearly for five years following Closing, with no catch-up between the years. To reflect the purchase of Developed Technology identified under the Assignment and Assumption Agreement and Bill of Sale (the “Contribution Agreement”) between AtlasClear, Atlas FinTech and Atlas Financial Technologies Corp., pursuant to which Atlas FinTech and Atlas Financial Technologies Corp. contributed to AtlasClear all rights, title and interest in certain intellectual property, among other things. There are no historical revenues for the Developed Technology and AtlasClear’s management determined the fair F-32 Table of Contents value based on their experience and expectations from running similar models in previous companies. The value was derived based on the purchase price allocation as follows: (the table below is expressed in thousands) ​ ​ ​ ​ ​ Total Purchase Price(a) $ 44,400,000 Fair value of Software Product Earn Out Shares(b) ​ 10,963,000 Fair value of Earn Out Shares(c) ​ 31,347,000 Purchase price allocated to Contribution Agreement ​ $ 86,710,000 SURFACExchange ​ $ 381,461 Bond Quantum ​ 32,284 Atlas ​ 7,749,299 Rubicon ​ 10,000,000 Total Developed Technology acquired(d) ​ $ 18,163,044 Transaction cost(e) ​ $ 68,546,956 ​ ​ ​ ​ Technology acquired ​ $ 18,163,044 Amortization recognized ​ ​ (317,231) Carrying balance of Technology acquired written off ​ ​ 17,845,813 Total loss on AtlasClear technology acquired ​ $ 86,392,769 (a) The closing consideration of $44.40 million is to be delivered in common stock. As such 74,000 post reverse - splits shares were delivered based on $60 per share post reverse - split presumed value of common stock. (b) Atlas FinTech will receive up to $20.00 million of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones (based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing). The revenue targets will be measured yearly for the five years following Closing, with no catch-up between the years. The value was determined based on projected revenue based on a discount factor. The Earn Out provision was analyzed under ASC 480 and ASC 815. the Software Products Earn Out Shares Payments in this transaction are within the scope of ASC 480 and therefore will be accounted for as a liability and included in the purchase price consideration. The revenue earnout was estimated using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity. (c) Atlas FinTech will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”). The Earn Out Shares will be issued to AtlasClear Stockholders upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will be cancelled. The Earn Out provision was analyzed under ASC 480 and ASC 815. The earnout provision was deemed to be indexed to the Company’s own stock and therefore equity classified. The share based earnout was estimated using a Monte Carlo simulation to determine if and when the stock price hurdles would be achieved. The expected stock price volatility was based upon guideline public companies. (d) Under SAB topic 5G transfers of nonmonetary assets for stock prior to an initial offering should be recorded at predecessor cost in accordance with GAAP. As such the value of the Developed Technology was based on the carrying value of Atlas FinTech of $18.16 million. The estimated useful life was determined to be eight years. There are no historical revenues for the Developed Technology and AtlasClear’s management determined the fair value based on their experience and expectations from running similar models in previous companies. (e) ASC 350 prohibits the recognition of goodwill in an asset purchase. As such the difference between the purchase price of $86.98 million was charged as transactions and recorded under accumulated deficit of $68.55 million. Pursuant to the Contribution Agreement, Atlas FinTech and Atlas Financial Technologies Corp. contributed to AtlasClear all their rights, title and interest to the above stated software products and intellectual property assets upon the closing of the Business Combination (the “FinTech Assets”). At present, none of the FinTech assets are in production. Further, due to limited capital contributions from the Quantum’s trust account, management views timelines for revenue recognition from the FinTech Assets to be unknowable and therefore has decided to write down the assets. ​ F-33 Table of Contents NOTE 12. INTANGIBLE ASSETS Pacsquare Purchase Agreement Pursuant to the transactions contemplated by a letter of intent, on February 16, 2024, AtlasClear and Pacsquare entered into a Source Code Purchase Agreement and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear acquired the AtlasClear Platform. 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 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 shares of Common Stock at the price per share on the day of issuance and (ii) $2.7 million to be paid ratably on a module-by-module basis upon delivery and acceptance of each of the AtlasClear Platform modules. AtlasClear has sole discretion to determine whether any of the foregoing payments will be made in cash or shares of Common Stock. On June 10, 2025 the Company and Pacsquare entered into a Software Development and License agreement, where the parties agreed to supersede and replace the Pacsquare Purchase Agreement and to fully release one another form any and all obligations or claims arising from or pursuant to the prior agreement. Refer to Note 9 for additional discussion related to the Software Development and License agreement. ​ As of June 30, 2024, the Company has issued 5,600 shares of Common Stock, 2,361 of which were valued at $360 per share valued at $850,000, per agreed upon terms. 3,239 valued at $90 per share valued at $291,500 based on the fair value of common stock on March 12, 2024, the date the shares were issued pursuant to the terms of the Pacsquare Purchase Agreement. The Company paid $500,000 in cash and accrued $85,000 in accounts payable for total carrying value of $1,726,500. During year ended June 30, 2025, the Company issued 8,333 shares valued at $122,300 on issuance date to Pacsquare as additional consideration towards the AtlasClear platform and accrued and additional $80,000 in accrued invoices received, bringing the balance to $1,928,800 as of June 30, 2025. Of the $165,000 accrued as of March 31, 2025, the Company paid $125,000 in cash leaving $40,000 payable included in accounts payable. The AtlasClear platform commenced utilization as of the quarter ended December 31, 2024 as such amortization expense for the year ended June 30, 2025 is $143,696 and zero for the transition period ended June 30, 2024. The Company anticipates a useful life of 10 years. ​ Intangible Assets of the Company at June 30, 2025 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 ​ ​ Est useful ​ ​ Accumulated Impairment ​ ​ ​ life Cost ​ Amortization ​ of Asset ​ Net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ Indefinite ​ $ 6,142,525 ​ $ — ​ $ — ​ $ 6,142,525 Developed technology ​ 10 years ​ ​ 1,928,800 ​ ​ (143,696) ​ ​ — ​ ​ 1,785,104 Customer Lists ​ 12 years ​ 14,625,000 ​ (1,692,894) ​ — ​ 12,932,106 Intangible Assets ​ ​ ​ $ 22,696,325 ​ $ (1,836,590) ​ $ — ​ $ 20,859,735 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 ​ ​ Est useful ​ ​ ​ ​ Accumulated ​ Impairment ​ ​ ​ ​ life Cost Amortization of Asset Net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill ​ Indefinite ​ $ 6,142,525 ​ $ — ​ $ — ​ $ 6,142,525 Developed technology ​ 10 years ​ 1,726,500 ​ — ​ — ​ 1,726,500 Technology acquired ​ zero years ​ 18,163,044 ​ (317,231) ​ (17,845,813) ​ — Customer Lists ​ 12 years ​ 14,625,000 ​ (474,144) ​ — ​ 14,150,856 Intangible Assets ​ ​ ​ $ 40,657,069 ​ $ (791,375) ​ $ (17,845,813) ​ $ 22,019,881 ​ ​ F-34 Table of Contents Below is a summary of the amortization of intangible assets for the next five years: ​ ​ ​ ​ ​ Year Amount June 30, 2026 ​ $ 1,411,577 June 30, 2027 ​ 1,411,577 June 30, 2028 ​ 1,414,916 June 30, 2029 ​ 1,411,577 June 30, 2030 ​ 1,411,577 Thereafter ​ 7,655,985 ​ ​ NOTE 13. LEASES The Company has operating lease obligations for office space at its headquarters location. The various leases have the following characteristics: The Company renewed a three-year operating lease for office space in February 2024, which will expire January 31, 2027. The terms of the agreement call for an annual 3% escalation in rents and one three-year renewal option at market rates. The Company entered into a 63- month operating lease for office space in April 2020, which will expire June 30, 2025. Rent expense under the three operating agreements totaling $195,266 for the year ended June 30, 2025 and $203,227 for the transition period ended June 30, 2024 was charged to operations during the fiscal year ended June 30, 2025 and the transition period ended June 30, 2024, respectively. The following is the future minimum payments required by the office lease agreements in effect at June 30, 2025: ​ ​ ​ ​ 2026 ​ ​ 118,597 2027 ​ ​ 70,377 Total minimum lease payments ​ ​ 188,974 Less interest factor ​ ​ (6,245) Total operating lease liability ​ ​ 182,729 Less operating lease liability - current portion ​ ​ (111,983) Operating lease liability - long term portion ​ $ 70,746 ​ As disclosed in Note 2, the Company adopted ASU No. 2016-02, Leases (Topic 842), which requires leases with durations greater than 12 months to be recognized on the statement of financial condition. The Company uses its estimated cost-of-capital at lease commencement as its interest rate, as the operating leases do not provide readily determinable implicit interest rates. The following table presents the Company’s lease-related assets and liabilities as of June 30, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ 2025 2024 ​ ​ ​ ​ ​ ​ ​ Operating lease ROU Asset - February 9, 2024 ​ $ 179,267 ​ $ 395,063 Increase ​ ​ — ​ ​ — Decrease ​ ​ — ​ ​ (68,727) Operating lease ROU Asset - Ending Balance ​ $ 179,267 ​ $ 326,336 ​ ​ ​ ​ ​ ​ ​ Operating lease liability - Short Term ​ $ 111,983 ​ $ 149,499 Operating lease liability - Long Term ​ ​ 70,746 ​ ​ 182,729 Operating lease liability - Total ​ $ 182,729 ​ $ 332,228 ​ F-35 Table of Contents The following table presents the weighted-average remaining lease term and weighted-average discount rates related to the Company’s operating leases as of June 30, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ ​ 2025 2024 ​ Weighted average remaining lease term 1.58 years 2.35 years Weighted average discount rate 5.00 % 4.97 % ​ ​ ​ NOTE 14. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2025 and June 30, 2024, there were no shares of preferred stock issued or outstanding. Common stock — The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2025 and June 30, 2024, there were 40,165,603 and 207,585, respectively. In connection with the Closing, each share of Quantum’s common stock (“Quantum Common Stock” or “Public Shares”) that was outstanding and had not been redeemed was converted into one share of Common Stock. Each outstanding public warrant to purchase Quantum Common Stock became a warrant to purchase one-half of a share of Common Stock. Each outstanding warrant to purchase Quantum Common Stock initially issued in a private placement in connection with Quantum’s initial public offering became a warrant to purchase one share of Common Stock. The Common Stock commenced trading on the NYSE American LLC (“NYSE”) under the symbol “ATCH” on February 12, 2024. AtlasClear Holdings’ warrants commenced trading on the over-the-counter market (the “OTC”) under the symbol “ATCH WS” on February 12, 2024. Refer to Note 8, 9, 11 and 12 for details regarding shares issued during the year ended June 30, 2025. ​ NOTE 15. WARRANTS As of June 30, 2025 and June 30, 2024, there are 20,125,000 Public Warrants outstanding, each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $690 post reverse split per whole share, that are classified and accounted for as equity instruments. The Public Warrants are now exercisable. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.60 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $990 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. F-36 Table of Contents If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $552 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares or Private Warrants held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and income thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $570 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of, the Market Value and Newly Issued Price, and the $990 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. As of June 30, 2025 and June 30, 2024, there are 6,153,125 Private Warrants to purchase an equal number of common shares that are outstanding that are classified and accounted for as derivative liabilities. Under this accounting treatment, the Company is required to measure the fair value of the Private Warrants at the end of each reporting period as well as re-evaluate the treatment of the Private Warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $690 post reverse split per share, and (ii) the 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. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. On the Closing Date, the Company, AtlasClear Holdings and CST entered into that certain Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”). The New Warrant Agreement amends that certain Warrant Agreement, dated as of February 4, 2021, by and between the Company and CST (the “Existing Warrant Agreement”), to provide for the assignment by the Company of all its rights, title and interest in the warrants of the Company to AtlasClear Holdings. Pursuant to the New Warrant Agreement, all Company warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Quantum Common Stock, but instead will be exercisable for shares of Common Stock. NOTE 16. INCOME TAX The Company accounts for income taxes using an asset and liability approach. Under this method, the tax provision includes taxes currently due plus the net change in deferred tax assets and liabilities. Deferred tax assets and liabilities arise from temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refund received, as provided for under currently enacted tax law. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not expected to be realized. F-37 Table of Contents The benefit (provision) for income taxes consisted of the following for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 June 30, 2024 Current Tax: ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ 1,556 ​ 3,170 Total current ​ 1,556 ​ 3,170 ​ ​ ​ ​ ​ ​ ​ Deferred Tax: ​ ​ ​ ​ Federal ​ (209,219) ​ (546,276) State ​ (51,718) ​ (26,630) Total deferred ​ (260,937) ​ (572,906) ​ ​ ​ ​ ​ ​ ​ Total benefit on income taxes ​ $ (259,381) ​ $ (569,736) ​ ​ ​ ​ ​ ​ ​ The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company’s loss or income before income taxes as follows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 Rate Tax at Statutory rate (21%) ​ $ 1,153,091 ​ 21.00 % ​ ​ ​ ​ ​ ​ ​ Permanent Differences: ​ ​ ​ ​ ​ Change in fair value of warrant liability ​ $ (38,765) ​ (0.71) % Meals ​ 2,836 ​ 0.05 % Entertainment ​ 34 ​ 0.00 % Chane in fair value of convertible note ​ (837,981) ​ (15.26) % Change in fair value of Long-Term and Short-Term Investor Notes ​ (2,597,515) ​ (47.31) % Change in fair value of Earnout Liability ​ (195,090) ​ (3.55) % Change in fair value of Subscription Agreement ​ 13,503 ​ 0.25 % Change in fair value of Stock Payable ​ (48,887) ​ (0.89) % Change in fair value of Tau Agreement ​ 85,597 ​ 1.56 % Change in fair value of Tau commitment fee ​ (10,536) ​ (0.19) % Change in fair value of WDCO sellers convertible note ​ (10,363) ​ (0.19) % Change in fair value of WDCO Share payable ​ 176,353 ​ 3.21 % Change in statutory rate ​ 13,123 ​ 0.24 % Return To Provision ​ (1,477,734) (26.91) % State Tax – Net of Federal Benefit ​ (400,312) ​ (7.29) % State Minimum Tax – Net of Federal Benefit ​ 1,229 ​ 0.02 % Chang in Valuation Allowance – State ​ 441,782 ​ 8.05 % Chang in Valuation Allowance - Federal ​ 1,752,730 ​ 31.92 % Net adjustments - Federal ​ ​ 181,158 ​ 3.30 % –Goodwill intangible DTA recognized as part of acquisition ​ 1,536,366 ​ 27.98 % Income tax benefit ​ $ (259,381) ​ (4.72) % ​ F-38 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 Rate Tax at Statutory rate (21%) $ (25,376,496) ​ 21.00 % ​ ​ ​ ​ ​ ​ ​ Permanent Differences: ​ ​ ​ ​ ​ Change in fair value of NRA liability $ 34,571 ​ (0.03) % Meals ​ 1,769 ​ 0.00 % Entertainment ​ 161 ​ 0.00 % Nondeductible transaction costs ​ ​ 1,891,691 ​ (1.57) % Change in fair value of Long-Term and Short-Term Investor Notes ​ ​ 2,353,692 ​ (1.95) % Change in fair value of Secured Convertible Note ​ ​ 753,039 ​ (0.62) % Change in fair value of Earnout Liability ​ ​ 280,350 ​ (0.23) % Change in fair value of Subscription Agreement ​ ​ 8,147 ​ (0.01) % Change in fair value of Stock Payable ​ ​ (206,865) ​ 0.17 % Loss on AtlasClear acquisition ​ ​ 18,142,481 ​ (15.01) % Stock Compensation Expense ​ ​ 307,157 ​ (0.25) % Extinguishment of Accrued Liabilities ​ ​ (184,689) ​ 0.15 % Change in fair value of WDCO Share payable ​ ​ 683,941 ​ (0.57) % Return To Provision ​ ​ (477,461) ​ 0.40 % State Tax – Net of Federal Benefit ​ ​ (220,234) ​ 0.18 % State Minimum Tax – Net of Federal Benefit ​ ​ 2,504 ​ 0.00 % Chang in Valuation Allowance – State ​ 499,331 ​ (0.41) % Chang in Valuation Allowance - Federal ​ 937,175 ​ (0.78) % Income tax benefit $ (569,736) ​ 0.47 % ​ The change in the Company’s effective tax rate in the current year, as compared to the prior year, was primarily due to the addition of the state tax provision. Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2025 June 30, 2024 Deferred Tax Assets: ​ ​ Fixed Assets ​ $ 3,881 ​ $ 261 Business Combination Expenses ​ 533,602 ​ 530,560 IRC Sec. 195 Start-Up Costs ​ 896,917 ​ 956,768 Allowance for Bad Debt ​ 102,733 ​ 3,820 Accrued Contingent Liability ​ 25,611 ​ 25,465 Lease Liability (ASC 842) ​ 46,799 ​ 84,602 IRC Sec. 1231 Losses ​ 1,775 ​ 1,774 Net Operating Loss ​ 3,612,862 ​ 1,361,541 Total Deferred Tax Asset ​ 5,224,180 ​ 2,964,791 ​ ​ ​ ​ ​ ​ ​ Deferred Tax Liabilities: ​ ​ ​ ​ Intangible Assets ​ 3,312,054 ​ 5,167,729 ROU Lease Asset (ASC 842) ​ 45,912 ​ 83,102 State Tax - Current ​ 526 ​ 526 State Tax - Deferred ​ 89,732 ​ 110,452 Total Deferred Tax Liability ​ 3,448,224 ​ 5,361,809 Net Deferred Tax Asset/(Liability) before Valuation allowance ​ 1,775,956 ​ (2,397,018) Valuation Allowance ​ (5,043,381) ​ (2,848,868) Net Deferred Tax Asset/(Liability) ​ $ (3,267,425) ​ $ (5,245,886) ​ Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets (“DTA”). Under ASC 740, the guidance requires an analysis of deferred tax assets to F-39 Table of Contents determine the realizability of deferred tax assets. Deferred tax assets require a valuation allowance if its more-likely-than-not, greater than 50% likelihood that some portion, or all, of the deferred tax assets will not be realized in the near future. The analysis is based on the weight of all available evidence, both positive and negative evidence. Management has considered all available positive and negative evidence in performing an assessment as to the need for a deferred tax asset valuation allowance. The negative evidence considered included: ● Tax net operating loss carryforwards generated in the current year. ● The Company has deemed to begin business operations in the current year and is no longer considered a startup company pursuant to IRC Sec. 195. As a result, the company is eligible to start amortizing previously capitalized startup costs for income tax purposes, which will generate current and future tax deductions. The positive evidence considered included: ● The company has had taxable income in the most recent previous tax years. On the basis of this evaluation, as of June 30, 2025, a valuation allowance of $5.03 million has been recorded because management has concluded that it is more likely than not that such DTA will ultimately not be realized in the near future. The amount of the DTA considered realizable, however, could be adjusted in future years if estimates of future taxable income during the carryforward period are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth. The Company’s policy is to record interest and penalties related to unrecognized tax benefits in general and administrative expenses. The Company has not recorded any unrecognized tax benefits, or related interest and penalties, as of the period ended June 30, 2025. Per discussions with the management, there are no significant fines/penalties for the period ended June 30, 2025 and there are no new audits or any open audits as of June, 30 2025. For financial statement disclosure of tax positions taken or expected to be taken on a tax return, the impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There was no recognition of uncertain tax positions required for the period ended June 30, 2025. Based upon review of the federal and state return for the open years and review of the draft financial statements for the period ended June 30, 2024, there are no material uncertain tax positions that require financial statement disclosure. The Company has federal income tax net operating loss (“NOL”) carryforwards of $13.95 million as of June 30, 2025. The net operating losses can be carried forward indefinitely. The Company also has various state NOL carryforwards of $14.82 million as of June 30, 2025 which are expected to expire beginning in 2044. The Company’s NOLs may be limited under Section 382 of the Internal Revenue Code (“IRC”). NOLs are limited when there is a significant ownership change as defined by the IRC Section 382. The Company has not yet determined whether an ownership change has occurred that could limit the availability of its net operating loss carryforwards into 2026. NOTE 17. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. F-40 Table of Contents In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2025 and June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, Description ​ Level ​ 2025 ​ 2024 Assets: ​ ​ ​ Trading securities 1 ​ $ 5 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ Subscription agreement ​ 3 ​ $ 2,489,945 ​ $ 2,425,647 Contingent Guarantee ​ 3 ​ $ — ​ $ 3,256,863 Warrant liability – Private Warrants 3 ​ $ 123,062 ​ $ 307,656 Earnout liability ​ 3 ​ $ 11,369,000 ​ $ 12,298,000 Convertible notes derivative ​ 3 ​ $ 103,185 ​ $ 16,462,690 Merger financing derivative ​ 3 ​ $ 63,696 ​ $ — Tau agreement 3 ​ $ 539,787 ​ $ — ​ Subscription Agreement On February 9, 2024, the Registrant entered into a Subscription Agreement and Discharge Agreement with Winston & Strawn LLP (“Winston”) Calculator New Pubco, Inc. and Quantum, as described in Note 9. The Subscription Agreement is considered a variable-share obligation under ASC Topic 480 (“Distinguishing Liabilities from Equity”). The Subscription Agreement meets the requirements for classification under ASC 480 and as a result is required to be accounted for as a liability under ASC 480 and is presented as such on the Consolidated Balance Sheets. The Company will record a change in fair value on each reporting period until settlement in its Consolidated Statement of Operations. See note 9 for further discussion. The key inputs into the Monte Carlo model for the Subscription Agreement were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, Input 2025 2024 Market price of public shares ​ $ 0.19 ​ $ 62.40 ​ Equity volatility ​ 167.7 % 26.2 % Risk-free rate ​ 4.21 % 5.05 % ​ Contingent Guarantee In connection with the acquisition of Wilson-Davis, Founder shares were transferred to cover a cash deficit of $4,000,000. The share has a make-whole provision that require to be accounted for under ASC 480. The Company has valued the obligation as of June 30, 2024 of $3,256,863 based on the cash value that would need to be renumerated by the Company. The value of the cash that would be paid was deemed to be the fair value of the contingent guarantee. The Company issued shares valued at $1,210,290 during the nine months ended June 30, 2025 and based on the value of shares sold as of August 8, 2024 the Company was obligated to repay $2,886,347 under the contingent guarantee, resulting in a change in fair value of $839,775. On August 9, 2024 the Company issued convertible note to modify the repayment conditions, resulting in the extinguishment of the contingent liability and recognizing the fair value of the convertible note agreement referred to as Merger financing, see Note 9 for further discussion and below. Warrant liability The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations. See note 15 for further discussion. F-41 Table of Contents The Private Placement Warrants were, initially and as of the end of each subsequent reporting period, valued using a lattice model, specifically a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the publicly traded Public Warrants. The key inputs into the Black-Scholes model for the Private Warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ Input ​ 2025 ​ 2024 ​ Market price of public shares ​ $ 0.19 ​ $ 62.40 ​ Risk-free rate ​ 3.67 ​ 4.27 % Dividend yield ​ 0.00 ​ 0.00 % Volatility ​ 167.7 ​ 58.7 % Exercise price ​ $ 689.86 ​ $ 689.86 ​ Effective expiration date ​ February 29 ​ February 29 ​ ​ Earnout Liability The Earnout liability was, initially and as of February 9, 2024, valued using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity. The key inputs into the Monte Carlo model for the Earnout liability were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, Input ​ 2025 ​ 2024 Market price of public shares ​ $ 0.19 ​ $ 62.40 ​ Revenue volatility ​ 12.00 % 15.00 % Discount factor for revenue ​ 9.31 % 9.69 % ​ Convertible Note Derivatives The Conversion derivative, associated with Short-term notes, Long-Term notes, and the Chardan Note was accounted for as a liability in accordance with ASC 815-40. The Conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Conversion derivative liability in the consolidated statements of operations. The Convertible note derivative is made up of the fair value of the embedded conversion option included in the Short-term notes, Long-Term notes, and the Chardan Note with a fair value as of June 30, 2025 of $0, $103,185 and $0, respectively, totaling $103,185. As of June 30, 2024 of $4,807,692, $7,664,613 and $3,990,385, respectively, totaling $16,462,690. Short-Term Note On February 9, 2024, the Company issued short-term notes to the former officers and directors of Wilson-Davis. The short-term notes have a conversion feature that qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024, and June 30, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement. The conversion feature is deemed to include an embedded derivative that requires bifurcation and separate account. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability with the offset being a discount to the note. The discount will be amortized as interest expense over the term of the short-term note(s). The derivative liability will be revalued at each reporting period with the change being charged to the income statement. The original derivative liability – for the short term note notes was valued at $487,329. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $4,320,363 to $4,807,692. The original $487,929 discount was amortized over the 90-day maturity. As of June 30, 2024, the Company did not repay the short-term notes, as such has incurred penalty interest from 9% to 13% until the note is repaid. The note was due on demand. ​ As of June 30, 2025, the sellers requested conversion of all principal and interest as such the shorth term loan was fully settled. See Note 9 for additional information. F-42 Table of Contents The key inputs into the Black-Scholes model for the Conversion derivative were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, Input ​ 2024 Market price of public shares ​ $ 62.40 ​ Risk-free rate ​ 5.49 % Dividend yield ​ 0.00 % Volatility ​ 14,643.0 % Exercise price ​ $ 0.99 ​ Effective expiration date ​ ​ May 2024 ​ ​ Long-Term Note On February 9, 2024, the Company issued long-term notes to the former officers and directors of Wilson-Davis. The long-term notes have a conversion feature that qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024 and June 30, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement.The conversion feature is deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability with the offset being a discount to the notes. The discount will be amortized as interest expense over the term of the notes. The derivative liability will be revalued at each reporting period with the change being charged to Derivative liability – convertible notes. The original derivative liability – for the long term note notes was valued at $776,919. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $6,887,694 to $7,664,613. The original $776,919 discount will be amortized over the maturity. As a result of the changes in stock price, the Company determined that as of June 30, 2025 valuation of the convertible note conversion feature under Black-Scholes was no longer appropriate as it does not take into account the probability of multiple components. As such as of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the long term loan at $103,185. See Note 9 for additional information. The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows: ​ ​ ​ ​ ​ ​ June 30, Input ​ 2025 Market price of public shares ​ $ 0.19 ​ Risk-free rate ​ 4.13 % Discount rate ​ 15.63 % Probability of default ​ 14.3 % Recovery rate ​ 28.9 % Volatility ​ 167.7 % Effective expiration date ​ February 2026 ​ ​ The key inputs into the Black-Scholes model for the Conversion derivative were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, Input ​ 2024 Market price of public shares ​ $ 62.40 ​ Risk-free rate ​ 4.90 % Dividend yield ​ 0.00 % Volatility ​ 14,461 % Exercise price ​ $ 0.99 ​ Effective expiration date ​ ​ February 2026 ​ ​ F-43 Table of Contents Chardan Note In connection with the Closing, AtlasClear Holdings and Chardan agreed that the fee, in the amount of $7,043,750, payable by Quantum to Chardan upon the Closing pursuant to the terms of the business combination marketing agreement entered into in connection with Quantum’s initial public offering, would be waived in exchange for the issuance by AtlasClear Holdings to Chardan of the Original Chardan Note in the aggregate principal amount of $4,150,000. The Original Chardan Note was issued by AtlasClear Holdings at the Closing. The Original Chardan Note had a stated maturity date of February 9, 2028. Interest accrued at a rate per annum equal to 13%, and was payable quarterly on the first day of each calendar quarter. On each interest payment date, the accrued and unpaid interest would have been, at the election of AtlasClear Holdings, either paid in cash or, subject to the satisfaction of certain conditions, in shares of Common Stock, at a rate equal to 85% of the VWAP for the trading day immediately prior to the applicable interest payment date. On October 23, 2024, the Company, Quantum Ventures, Chardan and Chardan Quantum LLC entered into the Settlement Agreement. In connection with the Settlement Agreement, Chardan exchanged the Chardan Note for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (as amended, the “Chardan Note”). While the Chardan Note does not bear interest, it can be converted from time to time by Chardan into shares of Common Stock, on terms substantially similar to the conversion provisions in the Original Chardan Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Chardan Note. The Chardan Note qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement. The original derivative liability – for the Chardan Note was valued at $404,483. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $3,585,901 to $3,990,385. The original $404,483 discount will be amortized over the maturity. See Note 9 for additional information. In addition, on each conversion date AtlasClear Holdings was required to pay to Chardan in cash (or, at AtlasClear Holding’s option and subject to certain conditions, a combination of cash and Common Stock) all accrued interest on the Chardan Note and all interest that would otherwise accrue on the amount of the Note being converted if such converted amount would be held to three years after the applicable conversion date. As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of March 31, 2025, valuation of the convertible note conversion feature under Black-Scholes was no longer appropriate as it does not take into account the probability of multiple components. As such, as of June 30, 2025, the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Chardan Note at $0. See Note 9 for additional information. The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows: ​ ​ ​ ​ ​ ​ June 30, Input ​ 2025 Market price of public shares ​ $ 0.19 ​ Risk-free rate ​ 4.32 % Discount rate ​ 12.43 % Probability of default ​ 5.9 % Recovery rate ​ 47.6 % Effective expiration date ​ ​ September 30, 2025 ​ ​ F-44 Table of Contents The key inputs into the Black-Scholes model for the conversion derivative are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, Input ​ 2024 Market price of public shares ​ $ 62.40 ​ Risk-free rate ​ 4.52 % Dividend yield ​ 0.00 % Volatility ​ 166,681.0 % Exercise price ​ $ 0.84 ​ Effective expiration date ​ ​ February 2028 ​ ​ Secured Convertible Note As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of June 30, 2025 valuation of the secured convertible note conversion feature now was required to be bifurcated under ASC 815 as such the Company fair valued the embedded derivative. As such as of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Secured Convertible Note at $0. See Note 9 for additional information. The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows: ​ ​ ​ ​ ​ ​ June 30, Input ​ 2025 Market price of public shares ​ $ 0.19 ​ Risk-free rate ​ 3.63 % Discount rate ​ 12.02 % Probability of default ​ 44.0 % Recovery rate ​ 47.6 % Volatility ​ 167.7 % Effective expiration date ​ January 2028 ​ ​ Merger Financing As discussed above under Contingent Guarantee, on August 9, 2024 the Company issued convertible note to modify the repayment conditions, resulting in the extinguishment of the contingent liability and recognizing the fair value of the convertible note agreement. As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that the merger financing notes conversion feature was required to be bifurcated under ASC 815 as such the Company fair valued the embedded derivative. As such as of June 30, 2025 and August 9, 2024 the issuance date the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Merger financing notes at $63,696 and $113,044, respectively. See Note 9 for additional information. The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 and August 9, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, August 9, Input ​ 2025 ​ 2024 Market price of public shares ​ $ 0.19 ​ $ 16.20 ​ Risk-free rate ​ 4.13 % 4.78 % Discount rate ​ 15.63 % 16.98 % Probability of default ​ 14.3 % 25.4 % Recovery rate ​ 28.9 % 28.9 % Volatility ​ 167.7 % 37.2 % Effective expiration date ​ February 2026 ​ February 2026 ​ ​ F-45 Table of Contents Tau Agreement As discussed in Note 9 the Tau Agreement has both a Commitment Amount and a Commitment fee that requires to be fair valued under ASC 815 and ASC 480, respectively. As such as of June 30 2025 and July 31, 2024 the issuance date both the Commitment Amount and the Commitment Fee were valued using Monte Carlo model resulting in the fair value of the Commitment Amount at $539,448 and $966,153, respectively and the Commitment Fee at $337 and $124,796, respectively. The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 and July 31, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, July 31 Input ​ 2025 ​ 2024 Anticipated Monthly Advance Amounts ​ $ 40,000 ​ $ 40,000 ​ Risk-free rate ​ 3.75 % 4.20 % Volatility ​ 167.7 % 40.3 % Effective expiration date ​ July 2026 ​ ​ February 2027 ​ ​ The key inputs into the Monte-Carlo model for the Commitment Fee as of issuance date of, June 30, 2025 and July 31, 2024were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, July 31, Input ​ 2025 ​ 2024 Market price of public shares ​ $ 0.19 ​ $ 16.20 ​ Risk-free rate ​ 3.75 % 4.20 % Volatility ​ 167.7 % 40.3 % Effective expiration date ​ February 2027 ​ July 2026 ​ ​ The following table presents the changes in the fair value of the following: ​ ​ ​ ​ ​ ​ ​ ​ Private Tau ​ ​ Placement ​ Agreement ​ ​ Warrants ​ Liability Fair value as of June 30, 2024 ​ $ 307,656 ​ $ — Initial measurement ​ ​ — ​ ​ 1,090,949 Fair value of advance requests ​ ​ — ​ ​ 1,652,300 Transferred to equity ​ ​ — ​ ​ (1,911,472) Change in valuation inputs or other assumptions ​ ​ (184,594) ​ ​ (291,990) Fair value as of June 30, 2025 ​ $ 123,062 ​ $ 539,787 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Conversion ​ Earnout ​ Derivative Liability Fair value as of June 30, 2024 ​ $ 16,462,690 $ 12,298,000 Change in valuation inputs or other assumptions ​ (16,359,505) (929,000) Fair value as of June 30, 2025 ​ $ 103,185 $ 11,369,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Subscription Contingent ​ ​ Agreement ​ Guarantee Fair value as of June 30, 2024 ​ $ 2,425,647 ​ $ 3,256,863 Shares issued as partial payment ​ — ​ (1,210,290) Change in valuation inputs or other assumptions ​ 64,298 ​ 839,774 Exchanged to Merger financing note ​ — ​ (2,886,347) Fair value as of June 30, 2025 ​ $ 2,489,945 ​ $ — ​ F-46 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Merger Secured ​ ​ Financing ​ Convertible ​ ​ Derivative ​ Derivative Fair value as of June 30, 2024 ​ $ — ​ $ — Initial measurement ​ 113,044 ​ 89,535 Change in valuation inputs or other assumptions ​ (49,348) ​ (89,535) Fair value as of June 30, 2025 ​ $ 63,696 ​ $ — ​ There were no transfers between levels during the year ended June 30, 2025 and the six months transition period ended June 30, 2024. ​ NOTE 18. SEGMENT REPORTING ​ The Company operates as one reportable segment in accordance with ASC 280, Segment Reporting. The single reportable segment reflects the Company’s core business operations of securities broker and dealer, dealing in over-the-counter and listed securities. The Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer, who reviews financial performance and allocates resources on a consolidated basis. The Company’s internal reporting is prepared and reviewed as a single operating unit, without disaggregated information by product line, region, or customer type. Accordingly, the Company has determined that it operates in a single reportable segment. The following table presents revenue and operating income (loss) for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Transition ​ ​ Year Ended ​ Period Ended ​ June 30, 2025 June 30, 2024 Commissions ​ $ 5,937,532 ​ $ 2,679,673 Vetting fees ​ 1,459,321 ​ 499,125 Clearing fees ​ 3,165,714 ​ 756,393 Net gain/(loss) on firm trading accounts ​ 6,580 ​ 10,046 Other revenue ​ 287,465 ​ 56,246 Total revenue ​ $ 10,856,612 ​ $ 4,001,483 Loss from operations ​ $ (4,917,281) ​ $ (14,268,826) Total assets ​ $ 60,892,833 ​ $ 57,466,554 ​ Corporate general and administrative expenses are not allocated to any specific operating component and are included within total operating income. Segment Assets The Company does not report separate asset information by segment to the CODM. However, in accordance with ASC 280-10-50-30, the Company has elected to disclose total segment assets, which are equal to consolidated total assets. The table above summarizes total assets. ​ NOTE 19. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, other than as described below. On August 4, 2025, the Company entered into a securities purchase agreement ( “August-Securities Purchase Agreement”) with an institutional investor under which the Company agreed to issue and sell, in a private placement, Series A convertible debentures (, a “Debenture”) for an aggregate principal amount of $500,000, for a gross purchase price of $490,000, net of legal fees. The Debenture bear a 10% interest and mature on August 3, 2026. The holder is entitled to convert the unpaid Face Amount of this Debenture, plus accrued interest and penalties, any time following a Closing Date, at $0.15 per share. If, at any time after Closing, the Company receives financing from third party (excluding the Holder), the Company is required to pay to the Holder, in the form of cash, equity, or a combination of the two, solely at the discretion of the Holder, one hundred percent (100%) of the proceeds raised from the third party in excess of an aggregate amount of $10,000,000 (the “Threshold Amount”) until such time as the Face Amount of the Debenture has F-47 Table of Contents been paid in full.. The Company agrees that, within sixty (60) calendar days after the Closing Date, the Company will file with the Securities and Exchange Commission (the “SEC”) (at the Company’s sole cost and expense) a registration statement, or an amendment to a previously-filed registration statement (as applicable, a “Registration Statement”) registering the resale of the Conversion Shares underlying the Debenture sold at such Closing. On September 12, 2025, the Company received $100,000 as a good faith deposit towards the Hanire Purchase Agreement. The amendment to the agreement is currently being negotiated until fully consummated. On September 16, 2025, September 19, 2025 and September 23, 2025, the Company entered into separate securities purchase agreements (each, a “September-Securities Purchase Agreement”) with certain institutional investors (each, an “Investor”) under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Note” and collectively, the “Notes”) for an aggregate principal amount of $6,000,000, for a gross purchase price of $5,000,000, reflecting a 20% original issue discount, before fees and other expenses. 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 Company intends to use the proceeds from the sale of the Notes for general corporate purposes and working capital. The Notes are subject to customary events of default and related remedies. 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. 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. Mr. 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. Mr. 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. Issuances of Common Stock On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, our director, as consideration for legal and consulting services provided to the Company. 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. F-48 Table of Contents On August 11, 2025, the Company issued 200,000 shares of Common Stock as consideration for $40,000 in open invoices to a service provider. Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 15,922,008 shares of Common Stock to the Wilson - Davis Sellers under the Long - Term Note, the Merger Financing for total of $2,565,931 in Principal and $113,791 of interest. Conversion rate of 90% of the trailing seven - trading day VWAP prior to payment was between $0.16 and $0.18 per share. Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 63,944,332 shares of Common Stock to Funicular under the Securities Convertible Note for total of $9,324,489 in Principal and $267,161 of interest. Conversion rate of $0.15 which is the floor established under the agreement. Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 4,845,072 shares of Common Stock to Chardan under the Convertible Note, for total of $959,764 in principal. Conversion rate of 90% of the trailing seven-trading day VWAP prior to payment was between $0.16 and $0.18 per share. On September 16, 2025, the Company and JonesTrading entered into an amendment to the Promissory note agreement, whereas the conversion price floor of $2.00 was amended to $0.75. As a result, on September 16, 2025, the Company issued 585,229 shares of Common Stock with a conversion price of $0.75 in full settlement of $375,000 in principal and $63,922 of accrued interest. Pursuant to a Software As A Services License Agreement, as payment in shares for services rendered subsequent to June 30, 2025, resulting in the issuance of 356,901 shares valued at the closing price on the date of issuance of $0.162 per share resulting in compensation expense of $57,821. ​ ​ F-49 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not applicable.