AtlasClear Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-41956 AtlasClear Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 92-2303797 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2203 Lois Avenue , Suite 814 Tampa , FL 33607 (Address of principal executive offices) (Zip Code) (727) 446-6660 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share ATCH NYSE American LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒ As of February 10, 2026, there were 149,692,496 shares of Common Stock, $ 0.0001 par value, issued and outstanding. ATLASCLEAR HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2025 TABLE OF CONTENTS Page Part I. Financial Information 3 Item 1. Interim Consolidated Financial Statements 3 Condensed Consolidated Balance sheet as of December 31, 2025 (unaudited) and June 30, 2025 3 Condensed Consolidated Statements of Operations for the three and six-months ended December 31, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six-months ended December 31, 2025 and 2024 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the six-months ended December 31, 2025 and 2024 (Unaudited) 7 Notes to Condensed consolidated financial Statements (Unaudited) 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 3. Quantitative and Qualitative Disclosures About Market Risk 46 Item 4. Controls and Procedures 46 Part II. Other Information 47 Item 1. Legal Proceedings 47 Item 1A. Risk Factors 47 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities 47 Item 3. Defaults Upon Senior Securities 47 Item 4. Mine Safety Disclosures 47 Item 5. Other Information 47 Item 6. Exhibits 48 Signatures 49 2 PART I - FINANCIAL INFORMATION Item 1. Interim Consolidated Financial Statements. ATLASCLEAR HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS December 31, June 30, 2025 2025 (Unaudited) ASSETS Cash and cash equivalents $ 23,080,646 $ 7,533,690 Cash segregated - customers 22,762,558 21,874,954 Cash segregated - PAB 373,119 200,575 Receivables - broker-dealers and clearing organizations 4,155,796 4,179,625 Receivables - customers, net, net of allowance for credit losses of $ 401,128 and $ 401,128 as of December 31, 2025 and June 30, 2025, respectively 988,231 320,815 Other receivables 266,907 251,099 Prepaids 182,192 573,175 Trading securities, market value, net — 5 Total Current Assets 51,809,449 34,933,938 Operating lease right to use lease asset 124,684 179,267 Customer list, net 12,317,722 12,932,106 Goodwill 6,142,525 6,142,525 Pacsquare asset purchase 1,687,898 1,785,104 Cash deposits - broker-dealers and clearing organizations 5,015,000 4,265,000 Bank acquisition deposit 128,645 63,645 Other assets 389,235 591,248 TOTAL ASSETS $ 77,615,158 $ 60,892,833 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) LIABILITIES Payables to customers $ 24,196,901 $ 23,935,348 Accounts and payables to officers/directors 55,608 199,088 Accounts payable and accrued expenses 3,638,545 6,194,311 Payables - broker-dealers and clearing organizations 2,902,252 497,660 Commissions, payroll and payroll taxes 425,243 395,214 Current portion of lease liability 116,587 111,983 Promissory notes 200,000 1,207,797 Current portion of long-term merger financing, net — 980,106 Merger financing payable — 1,618,575 Merger financing payable - derivative — 63,696 Tau agreement liability — 539,787 Debenture 309,627 — Debenture – derivative 583,069 — Convertible Notes - derivative — 103,185 Winston & Strawn agreement 690,400 2,489,945 Stock payable – related party 55,087 55,087 Excise tax payable — 2,611,618 Total Current Liabilities 33,173,319 41,003,400 Accrued contingent liability 100,000 100,000 Secured convertible note, net 12,149,840 8,909,070 Long-term convertible note Chardan, net — 718,866 2025 Warrants 3,933,333 — Derivative liability - Warrants 275,659 123,062 Earnout - liability 861,000 11,369,000 Deferred income tax liability 3,401,165 3,366,137 Subordinated borrowings 1,930,000 1,930,000 Trading account deposit 100,000 100,000 Long-term lease liability 11,577 70,746 TOTAL LIABILITIES 55,935,893 67,690,281 Commitments and Contingencies (Note 7) - - STOCKHOLDERS’ EQUITY (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; 144,580,170 and 40,165,603 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively 14,458 4,016 Additional paid-in-capital 155,274,221 135,763,445 Stock subscription receivable ( 41,089 ) ( 41,089 ) Accumulated Deficit ( 133,568,325 ) ( 142,523,820 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 21,679,265 ( 6,797,448 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 77,615,158 $ 60,892,833 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 3 ATLASCLEAR HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 2025 2024 2025 2024 Three Months Ended Six Months Ended December 31, December 31, 2025 2024 2025 2024 REVENUES Commissions $ 3,097,701 $ 1,598,153 $ 5,432,090 $ 2,981,981 Vetting fees 351,850 357,601 723,550 722,984 Clearing fees 582,148 785,227 1,296,497 1,832,939 Net gain/(loss) on firm trading accounts 205,569 2,245 205,458 3,956 Other revenue 819,826 3,273 1,650,089 8,721 TOTAL REVENUES 5,057,094 2,746,499 9,307,684 5,550,581 EXPENSES Compensation, payroll taxes and benefits 2,790,561 1,580,182 5,914,191 2,859,486 Data processing and clearing costs 967,778 629,733 1,552,028 1,241,379 Regulatory, professional fees and related expenses 1,508,774 1,107,762 1,759,347 2,203,581 Stock compensation expense 1,173,360 — 1,328,771 — Communications 190,253 126,089 409,122 278,843 Occupancy and equipment 45,950 54,428 82,701 108,432 Transfer fees 40,339 39,917 88,499 91,507 Bank charges 58,486 53,425 117,204 109,326 Bad debt ( 1,847 ) — ( 1,807 ) 6,346 Intangible assets amortization 355,795 355,268 711,590 662,459 Other 382,967 ( 51,156 ) 678,598 79,473 TOTAL EXPENSES 7,512,416 3,895,648 12,640,244 7,640,832 LOSS FROM OPERATIONS ( 2,455,322 ) ( 1,149,149 ) ( 3,332,560 ) ( 2,090,251 ) OTHER INCOME/(EXPENSE) Interest income 493,359 460,315 979,716 1,067,073 Change in fair value of warrant liability derivative 1,849,662 ( 61,531 ) 1,788,131 184,594 Change in fair value of convertible note derivative 435,027 823,076 382,154 3,990,385 Change in fair value of long-term and short-term note derivative — 294,729 103,185 11,447,599 Change in fair value of contingent guarantee — — — ( 839,775 ) Change in fair value of secured convertible note ( 1,796,432 ) 89,535 ( 1,796,432 ) — Change in fair value of merger financing — 25,749 63,696 ( 37,446 ) Change in fair value of earnout liability 10,624,000 1,594,000 10,508,000 1,254,000 Change in fair value of Winston & Strawn agreement 921 ( 13,041 ) 1,799,545 ( 47,882 ) Change in fair value of debenture derivative 606,886 — ( 231,002 ) — Change in fair value of stock payable — 25,260 — 221,410 Change in fair value of Tau agreement — 73,284 334,549 ( 760,699 ) Interest expense ( 2,777,916 ) ( 2,667,285 ) ( 4,212,126 ) ( 4,124,281 ) TOTAL OTHER INCOME/(EXPENSE) 9,435,507 644,091 9,719,416 12,354,978 NET INCOME/(LOSS) BEFORE INCOME TAXES 6,980,185 ( 505,058 ) 6,386,856 10,264,727 Income tax (expense) benefit ( 196,014 ) 85,368 ( 42,979 ) 63,616 NET INCOME/(LOSS) $ 6,784,171 $ ( 419,690 ) $ 6,343,877 $ 10,328,343 Basic weighted average shares outstanding, Common Stock 142,676,614 377,287 101,311,932 316,846 Basic net income (loss) per share, Common Stock $ 0.05 $ ( 1.11 ) $ 0.06 $ 32.60 Diluted weighted average shares outstanding, Common Stock 162,927,062 377,287 121,562,380 3,413,343 Diluted net loss per share, Common Stock $ 0.05 $ ( 1.11 ) $ 0.06 $ 0.12 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 ATLASCLEAR HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025 Shares Amount Capital Receivable Deficit Deficit Additional Total Common Stock Paid-in Subscription Accumulated Stockholders’ Shares Amount Capital Receivable Deficit Deficit Balance — June 30, 2025 40,165,603 $ 4,016 $ 135,763,445 $ ( 41,089 ) $ ( 142,523,820 ) $ ( 6,797,448 ) Shares issued as conversion of $ 2,680,437 principal and interest on long-term and merger financing notes 15,922,008 1,592 2,678,845 — — 2,680,437 Shares issued as conversion of $ 9,591,650 in principal and interest on secured convertible notes 63,944,332 6,394 9,585,256 — — 9,591,650 Shares issued as conversion of $ 959,764 in principal on convertible notes Chardan 4,845,072 485 959,279 — — 959,764 Shares issued under Software as a Service License Agreement 356,901 36 57,785 — — 57,821 Shares issued as conversion of $ 438,922 in principal and interest on promissory note 585,229 58 438,864 — — 438,922 Shares issued for consulting services provided by director. 800,000 80 169,840 — — 169,920 Shares issued to settled vendor invoice 200,000 20 39,980 — — 40,000 Vested portion of stock based compensation — — 155,411 — — 155,411 Net loss — — — — ( 440,294 ) ( 440,294 ) Balance — September 30, 2025 (unaudited) 126,819,145 $ 12,681 $ 149,848,705 $ ( 41,089 ) $ ( 142,964,114 ) $ 6,856,183 Shares issued to settle vendor invoice 517,744 52 166,321 — — 166,373 Shares issued as conversion of $ 324,462 in principal and interest on promissory note 576,616 58 324,404 — — 324,462 Shares issued under Equity SPA, net of offering cost of $ 696,902 attributed to Equity 16,666,665 1,667 3,761,431 — — 3,763,098 Vested portion of stock based compensation — — 1,173,360 — — 1,173,360 Reversal of excise tax related to prior shareholder redemptions — — — — 2,611,618 2,611,618 Net income — — — — 6,784,171 6,784,171 Net income (loss) — — — — 6,784,171 6,784,171 Balance — December 31, 2025 (unaudited) 144,580,170 $ 14,458 $ 155,274,221 $ ( 41,089 ) $ ( 133,568,325 ) $ 21,679,265 5 FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024 Shares Amount Capital Receivable Deficit Deficit Additional Total Common Stock Paid-in Subscription Accumulated Stockholders’ Shares Amount Capital Receivable Deficit Deficit Balance — June 30, 2024 207,585 $ 21 $ 110,165,209 $ — $ ( 148,274,113 ) $ ( 38,108,883 ) Common stock issued to for consulting services 200 — 2,578 — — 2,578 Shares issued as purchase consideration for the assets of Pacsquare 8,333 1 122,299 — — 122,300 Shares issued as conversion of $ 325,000 in principal on convertible notes Chardan 29,485 3 324,997 — — 325,000 Shares transferred by related parties as settlement for Company obligations under various financial instruments — — 2,412,930 — — 2,412,930 Shares issued as conversion of $ 359,896 in principal and $ 7,530 of interest on short-term merger financing notes 31,035 3 367,423 — — 367,426 Shares issued as conversion in principle on convertible notes 31,035 3 367,423 — — 367,426 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 Shares issued under Tau agreement settled through September 30, 2024 24,092 2 302,998 ( 154,619 ) — 148,381 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 22,292 2 ( 2 ) — — — Net income — — — — 10,748,033 10,748,033 Balance — September 30, 2024 (unaudited) 370,760 $ 37 $ 114,518,627 $ ( 154,619 ) $ ( 137,526,080 ) $ ( 23,162,035 ) Balance 370,760 $ 37 $ 114,518,627 $ ( 154,619 ) $ ( 137,526,080 ) $ ( 23,162,035 ) Shares issued under Tau agreement settled through December 31, 2024 17,157 2 243,096 141,902 — 385,000 Shares issued under Tau agreement settled 17,157 2 243,096 141,902 — 385,000 Rounding up for fractional shares in 1:60 reverse stock split 86 — — — — — Net loss — — — — ( 419,690 ) ( 419,690 ) Net income (loss) — — — — ( 419,690 ) ( 419,690 ) Balance — December 31, 2024 (unaudited) 388,003 $ 39 $ 114,761,723 $ ( 12,717 ) $ ( 137,945,770 ) $ ( 23,196,725 ) Balance 388,003 $ 39 $ 114,761,723 $ ( 12,717 ) $ ( 137,945,770 ) $ ( 23,196,725 ) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 6 ATLASCLEAR HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 2025 2024 Six Months Ended December 31, 2025 2024 Cash Flows from Operating Activities: Net income $ 6,343,877 $ 10,328,343 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Change in fair value of warrant liability derivative ( 1,788,131 ) ( 184,594 ) Change in fair value of convertible note derivative ( 382,154 ) ( 3,990,385 ) Change in fair value of long-term and short-term note derivative ( 103,185 ) ( 11,447,599 ) Change in fair value of contingent guarantee — 839,775 Change in fair value of debenture derivative 231,002 — Change in fair value of secured convertible note 1,796,432 — Change in fair value of merger financing ( 63,696 ) 37,446 Change in fair value of earnout liability ( 10,508,000 ) ( 1,254,000 ) Change in fair value of Winston & Strawn agreement ( 1,799,545 ) 47,882 Change in fair value of stock payable — ( 221,410 ) Change in fair value of Tau agreement ( 334,549 ) 760,699 Late fee paid in shares to sellers — 16,340 Non-cash interest in expense on financial instruments 3,266,724 3,830,899 Transaction cost attributed to 2025 warrants 865,659 — Realized gain on Tau agreement — 23,248 Excise tax penalties and interest — 193,211 Consulting expense paid with stock 434,114 — Stock based compensation 1,328,771 2,578 Bank acquisition deposit write off — 91,200 Depreciation expense — 9,138 Amortization of intangibles 711,590 662,459 Allowance for bad debt ( 1,807 ) 6,346 Net lease payments 18 ( 497 ) Changes in operating assets and liabilities: Cash deposits with clearing organization & other B/Ds ( 750,000 ) — Receivables from brokers & dealers 23,829 11,773 Receivables from customers ( 665,609 ) 463,242 Receivables from others ( 221,046 ) 2,744 Advances & prepaid expenses 390,983 3,575 Other assets 202,013 — Payables to customers 261,553 ( 142,169 ) Payables to officers & directors ( 143,480 ) 153,664 Payable to brokers & dealers 2,404,592 10,512 Accounts payable and accrued expenses ( 2,566,821 ) 533,776 Commissions and payroll taxes payable 30,029 38,410 Deferred taxes 35,028 ( 65,200 ) Trading deposits 5 — Net cash provided by (used for) operating activities ( 1,001,804 ) 761,406 7 ATLASCLEAR HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED (UNAUDITED) Cash Flows from Investing Activities Cash paid for purchase of Pacsquare ( 65,000 ) ( 125,000 ) Net cash used for investing activities ( 65,000 ) ( 125,000 ) Cash Flows from Financing Activities Proceeds from Equity SPA 5,850,000 — Transaction cost paid with Equity SPA ( 1,228,500 ) — Proceeds from Secured Convertible Notes 10,000,000 — Transaction cost paid with Security Convertible Notes ( 25,000 ) — Proceeds from Tau agreement — 533,381 Proceeds from Convertible Notes, net of transaction cost 4,700,000 — Payment on Convertible Notes ( 1,850,000 ) — Proceeds from debenture, net of transaction cost 490,000 — Proceeds from third party advances 200,000 — Subordinated debt payments — ( 20,000 ) Repayment of promissory notes ( 462,592 ) — Net cash provided by financing activities 17,673,908 513,381 Net Change in Cash 16,607,104 1,149,787 Cash at beginning of period 29,609,219 27,307,886 Cash at end of period $ 46,216,323 $ 28,457,673 Supplementary cash flow information: Cash paid for interest $ 33,725 $ 24,375 Cash paid for income taxes $ — $ — Supplemental cash flow information non-cash investing and financing activities: Decrease in goodwill due to change in deferred tax liability $ — $ 1,562,200 Initial shares issued under Tau agreement $ — $ 546,098 Value of shares transferred by related parties to settle obligations $ — $ 2,412,930 Shares issued to purchase Pacsquare and amounts included in accounts payable $ — $ 77,300 Shares payable for Commercial Bancorp acquisition extension $ — $ 87,500 Shares issued to related party for settlement of accounts payable $ — $ 803,860 Receivable from shares advanced under Tau agreement $ 205,238 $ — Shares issued for conversion on convertible notes Chardan $ 959,764 $ 325,000 Shares issued for conversion of principal and interest on short-term note $ — $ 367,426 Initial value of derivative included in merger financing $ — $ 113,044 Shares issued for conversion of principal and interest on short-term notes $ 1,014,055 $ — Shares issued for conversion of principal and interest on merger financing $ 1,666,382 $ — Shares issued for conversion of principal and interest on secured convertible note $ 9,591,650 $ — Shares issued for conversion of principal and interest on promissory note $ 763,384 $ — Reversal of excise tax $ 2,611,618 $ — Convertible Notes transferred to Equity SPA $ 4,150,000 $ — Initial value of warrants allocated for Equity SPA $ 5,540,000 $ — Initial value of warrant issued as transaction cost under Equity SPA $ 334,062 $ — Initial value of derivative included convertible note derivative $ 352,067 $ — Initial value of derivative included debenture derivative $ 382,154 $ — Shares issued for conversion $ 382,154 $ — The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 8 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) 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 transactions pursuant to that certain Business Combination Agreement dated November 16, 2022 (as amended, the “Business Combination Agreement”), among the Company, Quantum, Atlas FinTech Holdings Corp. (“Atlas FinTech”) and certain other parties. 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 operating history of Quantum survived the Business Combination. Pursuant to the Business Combination Agreement, AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and 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”), pursuant to which AtlasClear purchased a proprietary trading platform with clearing and settlement capabilities that will be developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”). AtlasClear Holdings is building 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 that focus on financial services firms. AtlasClear Holdings is a fintech driven business-to-business platform that seeks to power innovation in fintech, investing, and trading. 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, Inc. (“FINRA”). 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 of its capital stock 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”). 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. ● EPS 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. 9 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Liquidity and Going Concern Considerations The Company has incurred recurring operating losses and negative cash flows from operations since inception. These conditions, when considered in the aggregate, previously raised substantial doubt about the Company’s ability to continue as a going concern. During the three-months ended December 31, 2025, the Company completed a financing transaction that alleviated this substantial doubt. On October 8, 2025, the Company entered into an amended and restated securities purchase agreement (the “Restated SPA”) with Funicular Funds, LP (“Funicular”), pursuant to which the Company issued and sold, for a purchase price of $ 10.0 million, an amended and restated secured convertible promissory note (the “Restated Note”) in the principal amount of $ 10,097,782 . The Restated Note amends and restates the Company’s original $ 6.0 million secured convertible note issued to Funicular in February 2024 (the “Secured Convertible Note”). The Restated Note bears interest at 11 % per annum, payable semi-annually in cash or in-kind at the Company’s option, matures on October 8, 2030, and is secured by a perfected security interest in substantially all of the Company’s assets and the assets of its subsidiaries. In addition, on October 8, 2025, the Company entered into a securities purchase agreement (the “Equity SPA”) with certain institutional investors, including Funicular, pursuant to which the Company issued and sold units (“Units”), each consisting of one share of Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $ 0.75 per share (subject to exercise on a cashless exercise basis pursuant to a Black Scholes-based formula set forth in the warrant). The Units were sold at $ 0.60 per Unit for an aggregate sales price of $ 10 million, including $ 4.15 million converted from the Convertible Notes (as defined in Note 2 below). The closings of the issuances of the Restated Note and the Units occurred between October 9 and October 14, 2025. The aggregate gross proceeds from these financings totaled approximately $ 15.85 million, after giving effect to the conversion of $ 4.15 million of Convertible Notes, and before deduction of placement agent fees and offering expenses. Management expects that these proceeds, together with projected cash flows from operations, will provide sufficient liquidity to fund the Company’s operations and satisfy its obligations as they become due for at least twelve months following the issuance of these condensed consolidated financial statements. Accordingly, management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated as a result of the successful completion of these financing transactions. Inflation Reduction Act of 2022 Any redemption or other repurchase of the Company’s Common Stock that occurs after December 31, 2022, including in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax payable under the Inflation Reduction Act of 1922. The Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022. On November 24, 2025, the Treasury Department and Internal Revenue Service issued final regulations (the Final Regulations) regarding the application of the excise tax on repurchases of corporate stock. The Final Regulations, which generally apply to stock repurchases occurring after December 31, 2022, generally provide an exception for repurchases of certain types of stock issued prior to August 16, 2022. Quantum completed its initial public offering prior to August 16, 2022 and, as such, the Company has determined that certain of its stock repurchases qualify for this exception and has reversed the accrual of $ 2,611,618 incurred during 2023 and 2024 and reversed the penalties and interest that has been accrued during the three-months period ended December 31, 2025. 10 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on September 30, 2025. The accompanying condensed balance sheet as of June 30, 2025 has been derived from the audited financial statements included in the Form 10-K/A. The interim results for the three and six-months ended December 31, 2025 are not necessarily indicative of the results to be expected for the year ending June 30, 2026 or for any future periods. 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. Impairment of Long-lived and Intangible Assets The Company had no impairment charges during the three and six-month periods ended December 31, 2025 and 2024. Net (Loss) Income per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of Common Stock is computed by dividing net (loss) income by the weighted average number of shares of Common Stock outstanding for the period. The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued and outstanding. For the three and six-months ended December 31, 2025 and 2024, the calculation excludes the dilutive impact of warrants because none would be issued under the treasury method. For the three-months ended December 31, 2024, the dilutive shares were excluded as including them would be antidilutive. For the three and six-months ended December 31, 2025 and the six-months ended December 31, 2024, 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, 2025 and 2024, respectively 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. 11 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) The following table reflects the calculation of basic net income (loss) per share of Common Stock (in dollars, except share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE OF COMMON STOCK Three Months Ended Three Months Ended December 31, 2025 December 31, 2024 Basic net income (loss) per Common Stock Numerator: Net income (loss) $ 6,784,171 $ ( 419,690 ) Denominator: Basic weighted average Common Stock outstanding 142,676,614 377,287 Basic net income (loss) per Common Stock $ 0.05 $ ( 1.11 ) Six Months Ended Six Months Ended December 31, 2025 December 31, 2024 Basic net income per Common Stock Numerator: Net income $ 6,343,877 $ 10,328,343 Denominator: Basic weighted average Common Stock outstanding 101,311,932 316,846 Basic net income per Common Stock $ 0.06 $ 32.60 The following table reflects the calculation of diluted net income (loss) per share of Common Stock (in dollars, except share amounts): Three Months Ended- Three Months Ended- December 31, 2025 December 31, 2024 Diluted net (loss) income per Common Stock Numerator: Net (loss) income $ 6,784,171 $ ( 419,690 ) Change in fair value of financial instruments 1,188,625 — Interest on dilutive instruments 358,643 — Allocation of net (loss) income, as adjusted $ 8,331,439 $ ( 419,690 ) Denominator: Basic weighted average Common Stock outstanding 142,676,614 377,287 If converted shares 20,250,448 — Diluted weighted average Common Stock outstanding 162,927,062 377,287 Diluted net (loss) income per Common Stock $ 0.05 $ ( 1.11 ) Six Months Ended- Six Months Ended- December 31, 2025 December 31, 2024 Diluted net (loss) income per Common Stock Numerator: Net (loss) income $ 6,343,877 $ 10,328,343 Change in fair value of financial instruments 164,193 ( 13,973,592 ) Interest on dilutive instruments 1,210,447 4,040,450 Allocation of net (loss) income, as adjusted $ 7,718,517 $ 395,201 Denominator: Dilutive weighted average Common Stock outstanding 101,311,932 316,846 If converted shares 20,250,448 3,096,497 Diluted weighted average shares outstanding 121,562,380 3,413,343 Diluted net (loss) income per Common Stock $ 0.06 $ 0.12 12 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Below is a summary of the potentially dilutive instruments as of December 31, 2025 and 2024: SCHEDULE OF DILUTIVE INSTRUMENTS Description December 31, 2025 December 31, 2024 Short Term Notes — 1,690,638 Convertible notes - Chardan — 544,044 Secured convertible note 13,804,544 756,248 Winston & Strawn agreement 1,000,000 81,352 Tau agreement — 6,025 Stock payable — 12,500 Debenture 3,472,220 — Stock Based Compensation 1,973,684 — Promissory note — 5,690 Total Shares issuable under Convertible Note obligations – if converted total dilutive 20,250,448 3,096,497 Public Warrants 10,062,500 10,062,500 Private Warrants 5,553,125 5,553,125 2025 Warrants 17,671,665 — Secured convertible note warrants 600,000 600,000 Total excluded under treasury method – out of the money 33,887,290 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 December 31, 2025, the Company had no amounts 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 12). 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 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. Recent Accounting Standards 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. 13 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) NOTE 3. CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS Wilson-Davis is required by Rule 15c3-3 of the SEC 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 December 31, 2025 and June 30, 2025, was calculated to be $ 23,418,312 and $ 20,890,603 , respectively. As of December 31, 2025, Wilson-Davis had $ 22,106,869 in cash which was $ 1,311,443 less than the amount required, and failed to make a timely deposit. Wilson-Davis notified the SEC and FINRA of the deficit and was in compliance as of January 2, 2026. As of June 30, 2025 Wilson-Davis had $ 21,175,129 cash on deposit which is more than the required amount. Wilson-Davis is also required by Rule 15c3-3 of the SEC 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 December 31, 2025 and June 30, 2025 was calculated to be $ 290,537 and $ 100,000 , respectively. As of December 31, 2025 and June 30, 2025, Wilson-Davis had $ 373,119 and $ 200,575 , respectively, cash on deposit in the reserve account, which was $ 82,582 and $ 100,575 , 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 SEC. 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, Wilson-Davis has a minimum requirement based upon the number of securities markets that it maintains. On December 31, 2025 and June 30, 2025, Wilson-Davis’s net capital was $ 14,691,647 and $ 11,190,362 , respectively, which was $ 14,441,647 and $ 10,940,362 , respectively, in excess of the minimum required. NOTE 5 – CASH AND RESTRICTED CASH Reconciliation of cash and restricted cash as shown in the condensed statements of cash flows is presented in the table below: SCHEDULE OF RECONCILIATION OF CASH AND RESTRICTED CASH AS SHOWN IN THE STATEMENTS OF CASH FLOWS December 31, 2025 June 30, 2025 Cash and cash equivalents $ 23,080,646 $ 7,533,690 Cash segregated - customers 22,762,558 21,874,954 Cash segregated - PAB 373,119 200,575 Total cash and restricted cash shown in the statement of cash flows. $ 46,216,323 $ 29,609,219 NOTE 6. 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 to various debt holders as described below, 25,982 and 16,528 shares, respectively, for total contributed shares of 42,510 shares recorded as contributed capital for $ 2,412,930 . The Company recorded contributed capital for the value of the liabilities settled with their personal shareholdings. The contributed capital recognized was $ 21,299 in interest paid in shares for promissory notes, $ 217,397 in interest for the Secured Convertible Note, $ 400,000 of principal under a convertible note (the “Chardan Note”) payable to Chardan Capital Markets LLC (“Chardan”) along with $ 212,803 in interest paid for the Chardan Note, $ 351,141 in interest for short and long term Notes and $ 1,210,290 for payment under contingent obligation to Wilson-Davis sellers. 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 46,471 shares of Common Stock in satisfaction of $ 803,860 included in accounts payable. In addition, the Company issued 22,292 shares of Common Stock as reimbursement for shares that were transferred by AtlasFinTech, as described above, to satisfy the Company’s requirements to pay interest on various loans with unrestricted shares. As such, a total of 68,763 shares of Common Stock were transferred to Atlas FinTech in satisfaction. 14 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Advances from Related Parties On May 9, 2024, Quantum Ventures, a related party, transferred 935 shares of Common Stock to pay for the $ 47,750 of interest in connection with the Short-Term Notes (as defined in Note 8 below). The Company agreed to reimburse Quantum Ventures for the value of the shares plus 13 % interest; as such a payable of $ 55,087 is due and payable to Quantum Ventures. During the six-months ended December 31, 2025, $ 5,000 was advanced by the Executive Chairman to the Company to cover vendor obligations. As of December 31, 2025, amounts due to the Executive Chairman is $ 20,000 . During the six-months ended December 31, 2025 $ 7,300 was advanced by the President to the Company to cover vendor obligations. As of December 31, 2025, amounts due to the President is $ 27,300 . As of December 31, 2025, $ 8,308 is due in payable to employees of Wilson-Davis. 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, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors, as consideration for legal and consulting services provided to the Company prior to his employment. The shares were valued based on the closing price of the date of issuance of $ 0.21 for a total value of $ 169,920 . Note Financing In September 2025, the Company entered into the September-Securities Purchase Agreements, as defined and described in Note 8 below. $ 1,050,000 and $ 1,000,000 , respectively, of the aggregate principal amount of the Convertible Notes sold pursuant to the September-Securities Purchase Agreements were sold to Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors, and to Sandip Patel, a member of the Company’s board of directors. On October 8, 2025 the Company repaid to Sandip Patel $ 1,200,000 in cash and to Sixth Borough Capital Funds, LP, $ 640,000 in cash and $ 500,000 through the issuance of Units sold pursuant to the Equity SPA. As such as of December 31, 2025, no amounts are due under the September Securities Purchase agreement held by Sandip Patel and Sixth Borough Capital Fund, LP. NOTE 7. COMMITMENTS AND CONTINGENCIES 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 74,000 shares of 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). The milestones were not met during the first 18 months following the Closing, and as such the price target 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 have been accounted for as a liability. As of December 31, 2025 and June 30, 2025 the fair value of the earnout liability was $ 861,000 and $ 11,369,000 , respectively. As a result of the delay in the Company’s planned acquisition of Commercial Bancorp of Wyoming (“Commercial Bancorp”), the Company has not yet been able to implement the targets of software product revenue under the earnout. As such, management has revisited its revenue targets through the earnout period, resulting in a significant reduction in the estimated value attributed to the Software Product Earn Out Shares. See Note 12 Fair Value Measurements for additional information. 15 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Employment Agreements On September 19, 2025, the Company entered into employment agreements and amendments to employment agreements with each of John Schaible, the Company’s Executive Chairman, and Craig Ridenhour, the Company’s President, and on September 24, 2025, the Company entered into second amendments to such agreements with each such officer. The employment agreements with Mr. Schaible and Mr. Ridenhour, as amended by such amendments (as so amended, the “Schaible Employment Agreement” and the “Ridenhour Employment Agreement,” respectively) provide for the employment of Mr. Schaible and Mr. Ridenhour as Executive Chairman and President, respectively, reporting to the Board, for an initial term of three years , subject to automatic successive one 1 -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 was 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 5 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 is 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 1 -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 was 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 5 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 . Refer to Note 11 for discussion regarding stock based compensation. As of December 31, 2025 the Company paid the one time signing bonuses for a total of $ 850,000 under the employment agreements discussed above. 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 FINRA, Office of Hearing Officers, issued its decision ordering Wilson-Davis to pay 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 of $ 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 NAC 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. 16 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) NOTE 8. NOTES PAYABLE Chardan Convertible Note During the six-months ended December 31, 2025, the Company issued a total of 4,845,072 shares of Common Stock to Chardan under the Chardan Note, for a total of $ 959,764 in principal. The conversion rate of 90 % of the trailing seven-trading day VWAP prior to payment was between $ 0.16 and $ 0.18 per share. As a result, the Company recognized $ 240,897 in amortized debt discount included in interest expense and has fully settled the Chardan Note balance. As of December 31, 2025 and June 30, 2025, the balance under the Chardan Note was $ 0 and $ 718,866 , respectively. During the six-month period ended December 31, 2024, the Company received conversion notices under the Chardan Note for an aggregate principal amount of $ 725,000 , and issued a total of 37,717 shares of Common Stock, of which 6,113 were transferred from Quantum Ventures and 2,119 were transferred from Atlas FinTech (see Note 6 above), and 29,485 were newly issued shares. During the six-month period ended December 31, 2024, the Company recognized $ 137,872 in interest expense on the principal and $ 86,209 of interest related to the amortization of the debt discount created with the derivative liability. During the six-month period ended December 31, 2024, Quantum Ventures transferred 2,427 and Atlas fintech transferred 877 shares to Chardan to pay for accrued interest of $ 212,803 . See Note 12 for additional information on the fair value and change in fair value related to the derivative. Secured Convertible Note Financing During the six-months ended December 31, 2025, the Company issued a total of 63,944,332 shares of Common Stock to Funicular under the Secured Convertible Note for total of $ 9,324,489 in Principal and $ 267,161 of interest. The conversion rate was $ 0.15 per share, which is the floor established under the agreement. As of December 31, 2025, the company recognized $ 269,925 in interest expense on the principal and $ 513,201 of interest related to the amortization of the debt discount. As of October 8, 2025, the carrying value of the Secured Convertible Note was $ 100,546 . As of June 30, 2025, the carrying value of the Secured Convertible Note was $ 8,909,070 , net of discount of $ 513,201 . As of December 31, 2024, the Company recognized $ 899,165 in interest expense on the principal and $ 180,085 of interest related to the amortization of the debt discount. As of December 31, 2024, the carrying value of the Secured Convertible Note was $ 8,745,699 , net of discount of $ 611,496 . During the six-month period ended December 31, 2024, Quantum Ventures transferred 6,133 shares to pay for accrued interest of $ 217,373 . On October 8, 2025, the Company entered into the Restated SPA with Funicular, which amended and restated in its entirety the securities purchase agreement, dated February 9, 2024, pursuant to which the Company had issued and sold to Funicular, in a private placement, the Secured Convertible Note, in the original principal amount of $ 6,000,000 . Pursuant to the Restated SPA, the Company issued and sold to Funicular, for a purchase price of $ 10,000,000 , the Restated Note, which amends and restates the Secured Convertible Note in its entirety. The principal amount of the Restated Note is $ 10,097,782 , consisting of the $ 10,000,000 purchase price plus $ 97,782 in remaining outstanding principal under the Secured Convertible Note. 17 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) The Restated Note has a stated maturity date of October 8, 2030. Interest accrues at a rate per annum equal to 11 %, 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 Restated Note. In the event of an Event of Default (as defined in the Restated Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 14 % per annum. The Restated Note is convertible, in whole or in part, into shares of the Company’s Common Stock at the election of the holder at any time at an initial conversion price of $ 0.75 per share (the “Conversion Price”). The Conversion Price is subject to adjustment if the Company issues or is deemed to issue shares of Common Stock at a price below the then-current conversion price (subject to certain exceptions), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Restated 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 Restated 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) the security agreement, dated as of February 9, 2024 (the “Security Agreement”), among the Company, each of the Company’s subsidiaries and Funicular, and (ii) the 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 Restated Note and the other Loan Documents (as defined in the Restated Note), each of which was entered into in connection with the Funicular Note. Pursuant to the Restated SPA, the Company agreed, among other things, that if the Restated Note becomes convertible into a number of shares of Common Stock in excess of 19.9 % of the Company’s total number of shares of Common Stock outstanding, to seek the approval of its stockholders for the issuance of all shares of Common Stock issuable upon conversion of the Restated Note in excess of that amount, in accordance with the rules of the NYSE American. The Restated Note issued by the Company to Funicular on October 8, 2025 represents a freestanding financial liability within the scope of ASC 470-10 Debt – Overall, with certain fair value election provisions applied under ASC 825-10 Financial Instruments – Overall. The Restated Note replaces the prior Secured Convertible Note originally issued on February 9, 2024, described above, increasing the principal balance from approximately $ 97,782 to $ 10,097,782 , thereby constituting a significant new investment and creating an extinguishment of the prior note under ASC 470-50 Debt – Modifications and Extinguishments. The Company elected to apply the Fair Value Option (FVO) under ASC 825-10 to the Restated Note. Under ASC 825-10-15-4 and 825-10-25-4, the Restated Note qualifies as an eligible financial liability because it is recognized upon initial issuance and not within any of the prohibited categories. The election was made at initial recognition and applies to the entire instrument, with upfront fees and costs expensed as incurred. As a result, the Restated Note is measured at fair value with changes recognized in earnings each reporting period, and the Company separately presents in other comprehensive income the portion of fair value changes attributable to instrument-specific credit risk, consistent with ASC 825-10-45-5. As part of the transaction, fees and expenses incurred in connection with the amendment—principally legal and negotiation costs up to $ 25,000 were deducted from the proceeds of the note and treated as fees paid to the creditor under ASC 470-50-40-17. Because the Restated Note is accounted for under the fair value option, third-party costs are expensed as incurred in accordance with ASC 825-10-25-3. As a result, the Company recognized $ 22,235 as transaction cost consisting of $ 25,000 legal cost incurred net of the accumulated that was extinguished as a result of $ 2,764 . Accordingly, the Company recognized $ 255,626 in accumulated interest under the Restated Note and recognized a change in the fair value of $ 1,796,432 . See Note 12 for additional information on the fair value and change in fair value related to the Secured Convertible Note. 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). 18 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) As of June 30, 2025 the principal balance and accrued interest of the Short-Term Notes was fully settled with shares in agreed upon conversion terms. As of June 30, 2025 the principal balance on the Long-Term Notes was $ 975,573 and $ 31,706 in accrued interest less $ 27,167 of unamortized debt discount, for total principal balance of $ 980,106 under the Long-Term Notes. The Long-Term Notes mature on February 9, 2026 and, as such, the amounts payable under the Long-Term Notes had been included in current liabilities. As of September 19, 2025, all of the Seller Notes have been fully settled via the conversion to shares of Common Stock. The Company during the six-months ended December 31, 2025, issued a total of 15,922,008 shares of Common Stock to the Wilson-Davis sellers under both the Long-Term Notes and the Merger Financing Note, as defined below, for total of $ 2,565,931 in Principal and $ 113,791 of interest. The conversion rate of 90 % of the trailing 7 seven-trading day VWAP prior to payment was between $ 0.16 and $ 0.18 per share. During the six-months ended December 31, 2024, the Company received conversion notices for a total $ 359,896 in Short-Term Note principal and $ 7,530 of Short-Term Note interest, and issued a total of 31,035 shares of Common Stock. During the six-months ended December 31, 2024, the company recognized $ 309,136 in interest expense on the short-term principal, $ 518,128 in interest expense on the long-term principal and $ 199,780 of interest related to the amortization of the debt discount on long-term loan created with the derivative liability. During the six-month period ended December 31, 2024, Quantum Ventures transferred 6,133 shares to the Wilson-Davis sellers to pay for accrued interest of $ 92,083 on the Short-Term Notes and $ 259,058 on the Long-Term Notes. As of December 31, 2024, the principal balance on the Short-Term Notes was $ 4,640,104 and $ 301,606 in accrued interest net of $ 0 of unamortized debt discount, for a total carrying balance of $ 4,941,710 on the Short-Term Notes. As of December 31, 2024 the principal balance on the Long-Term Notes was $ 7,971,197 and $ 518,134 in accrued interest net of $ 421,756 of unamortized debt discount, for a total carrying balance of $ 8,067,569 on the Long-Term Notes. Contingent Guarantee/ Merger Financing In connection with the acquisition of Wilson-Davis, shares of Common Stock were transferred to the Wilson-Davis sellers, to cover a cash deficit of $ 6,000,000 (the Gross Proceeds Shortfall). The shares have 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 of $ 3,256,863 based on the cash value that would need to be remunerated 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 analyzed the public sales of the shares transferred to determine the amount of cash recovered less the $ 4,000,000 contingent guarantee resulting in a liability due of $ 3,256,863 . As of February 9, 2024, the 885,010 shares transferred by Quantum Ventures and AtlasFintech were valued at $ 8,850,100 which was greater than the $ 4,000,000 guaranteed value, and 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 Wilson-Davis sellers have 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 six-month period ended December 31, 2024, Atlas FinTech agreed to transfer 1,234,990 in shares of Common Stock to the Wilson-Davis 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 had not yet been recovered through share issuances of $ 2,886,347 plus a 5 % convenience fee, resulting in the Company issuing a convertible note of $ 3,030,665 . This Convertible Promissory Note (the “Merger Financing Note”) was 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 was not remedied by the transfer of Additional Shares. The Merger Financing Note was analyzed under ASC 480 and ASC 815, and as a result of the Company not having sufficient shares authorized to settle the convertible note, the Merger Financing Note falls under ASC 815. Under ASC 815, the conversion feature was bifurcated resulting in a conversion liability of $ 113,044 for the Merger Financing Note at issuance. For the three and six-months ended December 31, 2024, the Company recognized $ 100,685 and 157,594 , respectively, in interest expense on the principal and $ 18,944 and 29,651 , respectively, of interest related to the amortization of the debt discount created with the derivative liability. See Note 12 for additional information on the fair value of the derivative. 19 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) The carrying balance of the Merger Financing Note as of June 30, 2025, net of principal converted to shares of $ 1,439,586 , was $ 1,618,575 , net of $ 24,215 in unamortized debt discount. The Company issued a total of 15,922,008 shares of Common Stock to the Wilson-Davis sellers for both the Long-Term Note and the Merger Financing Note for a total of $ 2,565,931 in principal and $ 113,791 of interest. The conversion rate of 90 % of the trailing 7 seven - trading day VWAP prior to payment was between $ 0.16 and $ 0.18 per share. As of September 19, 2025 the Merger Financing Note was paid in full and the Company recognized $ 24,215 in amortized debt discount and $ 23,599 in interest expense. 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 “Commitment Amount”), 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 of $ 10 million. 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 Company was to issue to Tau 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. 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. 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 relative fair value basis. As of December 31, 2024 the Company requested advance notices for a total of $ 569,345 which resulted in approximately 41,250 shares to be issued During the six-months period ended December 31, 2024, Tau sold and settled 41,250 of the shares which were issued under the ELOC resulting in the sale of $ 546,099 , Tau purchased the shares for $ 569,345 resulting in a realized loss to the Company of $ 23,245 . As of December 31, 2025, there are no share available under the ELOC and accordingly no further advances are anticipated. See Note 12 for additional information regarding the fair value method and related disclosures. 20 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) 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, 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 Common Stock, up to a maximum aggregate purchase price of $ 12.25 million (the “Commitment Amount”), over the 24-month term of the Second ELOC Agreement. The Company may request, on dates determined by it, 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 the Company requests each advance, subject to the Commitment Amount. 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 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 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 Company analyzed both the Commitment Amount and the Commitment Fee (as defined below) 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 for the Second ELOC Agreement, the Company was to issue to Tau 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. Promissory Notes Interest Solutions, LLC. Shares of Common Stock 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 , subject to adjustment. Accrued interest on the Interest Solutions Note was payable monthly, beginning on June 30, 2024, at a rate of 13 % per annum and the Interest Solution Note was to 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 three-months ended December 31, 2025 and 2024, the Company recognized $ 8,913 and $ 8,815 in interest expense, respectively. During the six-months ended December 31, 2025 and 2024 the Company recognized $ 8,913 and $ 17,826 in interest expenses, respectively. On October 1, 2025, the Company issued 576,616 shares of Common Stock at a conversion price of $ 0.5627 in full settlement of $ 275,000 in principal and $ 49,462 of accrued interest. As of December 31, 2025 and June 30, 2025, there was $ 0 and $ 315,549 included in Promissory note payable. JonesTrading Institutional Services LLC. Up to 3,283 shares of Common Stock 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 , subject to adjustment. Accrued interest on the JonesTrading Note was payable monthly, beginning on June 30, 2024, at a rate of 13 % per annum. Until all payments have been made to the Wilson-Davis sellers, interest on the Jones Trading 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 three and six-month period ended December 31, 2025, the Company recognized $ 8,627 and $ 8,627 , respectively and for the three and six-months ended December 31, 2024, the Company recognized $ 12,288 and $ 24,309 , respectively, in interest expenses. On September 16, 2025, the Company and JonesTrading entered into an amendment to the promissory note agreement, whereby 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 at a conversion price of $ 0.75 in full settlement of $ 375,000 in principal and $ 63,922 of accrued interest. During the three and six-months ended December 31, 2024, Quantum Ventures transferred 101 shares of Common Stock to pay for $ 12,288 in accrued interest. As of December 31, 2025 and June 30, 2025, there was $ 0 and $ 430,295 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 was February 8, 2026 and the note accrued interest at a rate of 13 % per annum. The principal and interest payments due under the note was not payable in shares of Common Stock. The Company paid $ 180,000 in cash on November 4, 2025 as full repayment of the promissory note. As of December 31, 2025 and June 30, 2025, there was $ 0 and $ 175,286 , respectively, included in Promissory note payable. 21 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Winston & Strawn Agreement Up to $ 2,500,000 in shares of Common Stock were 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 & Strawn Agreement, the Company was to 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 December 31, 2025 and June 30, 2025, the amount is included in Winston & Strawn Agreement as a liability of $ 690,400 and $ 2,489,945 , respectively. Due to the nature of the settlement terms, the Winston & Strawn Agreement was deemed to be a derivative liability to the Company as of June 30, 2025 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 12. On January 26, 2026, the Company and Winston & Strawn, entered into a settlement agreement. The Company agreed to provide Winston & Strawn with cash and shares of the Company’s Common Stock. The Company paid $ 1,000,000 in cash, and issued a total of 1,000,000 shares of the Company Common Stock with a deemed value of $ 750,000 and a fair value of $ 256,300 based on the closing stock price on January 26, 2026. As of the date of this filing the Company has complied with the terms and has fully settled the obligations with Winston & Strawn. Hanire Purchase Agreement During the six-months ended December 31, 2025, the Company received $ 200,000 as a good faith deposit towards the securities purchase agreement entered into on December 31, 2024 between the Company and Hanire, LLC (the “ Hanire Purchase Agreement”). An amendment to the Hanire Purchase Agreement is currently being negotiated. As such, the proceeds received are treated as due on demand non interest bearing advances. If terms or repayment and additional funding is not negotiated, the Company expects to refund the good faith deposit. Debenture 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 (the “Debenture”) for an aggregate principal amount of $ 500,000 , for a gross purchase price of $ 490,000 , net of legal fees. The Debenture bears 10 % interest and matures on August 3, 2026. The holder is entitled to convert the unpaid principal amount of the Debenture, plus accrued interest and penalties, at any time $ 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 been paid in full. The Company agreed that, within 60 days after the sale of the Debenture, the Company would file with the SEC a registration statement, or an amendment to a previously-filed registration statement, registering the resale of the shares of Common Stock underlying the Debenture. The Debenture is within the scope of ASC 470-10 and is not an ASC 480 liability. The Company did not elect the fair value option under ASC 825-10. The instrument contains two embedded derivatives—the conversion option and the event-of-default feature—each of which requires bifurcation and separate measurement at fair value through earnings. Other redemption and prepayment features are clearly and closely related and remain within the debt host. The Debenture is therefore recognized net of a debt discount, with the derivative liabilities recorded separately and subsequently remeasured to fair value through earnings. Interest expense will be recognized using the effective-interest method. The Company recognized the discount of $ 362,067 at issuance consisting of the fair value of the derivative at issuance of $ 352,067 , and $ 10,000 of transaction cost paid at closing. As a result, the Company recognized $ 90,517 in amortized debt discount and $ 12,500 in interest expense for the three-months ended December 31, 2025 and $ 150,861 in amortized debt discount and $ 20,833 in interest expense for the six-months ended December 31, 2025. The balance as of December 31, 2025 is $ 309,627 , net of $ 211,206 of unamortized debt discount. See note 12 for additional disclosure regarding fair value of the derivative. 22 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Convertible Notes 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 under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Convertible Note” and collectively, the “Convertible 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 did not bear interest, and were to 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 Convertible Notes). The Convertible Notes were convertible 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 Notes were subject to customary events of default and related remedies. The Convertible Notes are within the scope of ASC 470-10 and not an ASC 480 liability. The Company did not elect the ASC 825-10 fair value option. The instrument includes two embedded derivative features—the Conversion upon Qualified Financing and Event of Default acceleration—each meeting the definition of a derivative under ASC 815-15 and therefore requiring bifurcation and separate recognition at fair value. The Convertible Notes were issued at a 16.67 % discount, and the aggregate discount (original issue plus bifurcation-related) will be amortized under ASC 835-30 using the effective interest method. The Convertible Notes did not bear any stated interest, and imputed interest was recognized accordingly. The Convertible Notes are presented as debt, with derivative liabilities separately disclosed and measured at fair value. The Company recognized the discount of $ 1,682,154 at issuance consisting of the fair value of the derivative at issuance of $ 382,154 , $ 1,000,000 originally issued discount and $ 300,000 of transaction cost paid at closing. On October 8, 2025 in connection with the Equity SPA discussed below, the Company repaid $ 1,850,000 in cash and converted $ 4,150,000 of the Convertible Note into the Units sold pursuant to the Equity SPA. As a result, the Company recognized $ 1,541,975 and $ 1,682,154 in amortized debt discount for the three and six-months ended December 31, 2025, respectively. The balance as of December 31, 2025 fully settled and no amounts remain due under the Convertible Note. The derivative was derecognized as a result of the full settlement of the Convertible Note. See note 12 for additional disclosure regarding fair value of the derivative. Equity Financing On October 8, 2025, the Company entered into the Equity SPA with certain institutional investors (each, an “Investor”), including Funicular, pursuant to which the Company agreed to issue and sell, in a private placement, 16,666,666 Units for a purchase price of $ 0.60 per Unit. Each Unit consists of one share of the Common Stock and one warrant (each, a “2025 Warrant”) to purchase Common Stock. Of the total investment amount of $ 10,000,000 , $ 5,850,000 of proceeds were received and $ 4,150,000 were converted from the Convertible Notes discussed above. The 2025 Warrants are immediately exercisable on a cash basis or exchangeable on a cashless basis and will expire five years from the date of issuance. Each 2025 Warrant will be initially exercisable for one share of Common Stock at an initial exercise price of $ 0.75 per share, subject to adjustment for stock splits, distributions and the like (the “Initial Exercise Price”). The Initial Exercise Price is also subject to potential increase if the Company completes certain subsequent offerings at a price greater than the Initial Exercise Price while the 2025 Warrants remain outstanding. At any time after the issuance of the 2025 Warrants, the holder of the 2025 Warrants may exchange the 2025 Warrants on a cashless basis for a number of shares of Common Stock determined by multiplying the total number of shares with respect to which the 2025 Warrant is then being exercised by the Black Scholes Value (as defined in the 2025 Warrant) divided by the lower of the two closing bid prices of the Common Stock in the two days prior the time of such exercise. In the event of a Fundamental Transaction (as defined in the 2025 Warrants), the holders of the 2025 Warrants will be entitled to receive upon exercise of the 2025 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the 2025 Warrants immediately prior to such Fundamental Transaction. Additionally, as more fully described in the 2025 Warrants, the holders of the 2025 Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the 2025 Warrant in connection with a Fundamental Transaction. If the Company fails to timely deliver the shares of Common Stock issuable upon exercise of the 2025 Warrants, the Company will be subject to liquidated damages. 23 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Subject to the provisions of the Equity SPA, if, during the 12 -month period commencing on the date of the closing, the Company carries out one or more Subsequent Financings (as defined in the Equity SPA), each Investor that purchases $ 50,000 or more of Units will have the right to participate in an amount up to 100 % of such Investor’s investment amount under the Equity SPA in any such securities offered by the Company, subject to certain exceptions. The Company engaged Dawson James Securities, Inc. as the placement agent (the “Placement Agent”) with respect to the offering of the Restated Note and the Units. The Company agreed to pay the Placement Agent’s fees totaling (i) 4.5 % of the aggregate gross from the sale of the Restated Note, (ii) 6 % of the aggregate gross proceeds from the sale of the Units to current or previous investors not introduced to the Company by the Placement Agent and (iii) 7 % of the aggregate gross proceeds from the sale of the Units to investors introduced to the Company by the Placement Agent, and to reimburse the Placement Agent’s expenses (subject to a cap). Resulting in total transaction cost paid of $ 1,228,500 . The Company also agreed to issue warrants to purchase up to an aggregate of 1,005,000 shares of Common Stock with a fair value of $ 334,062 to the Placement Agent and its designees, resulting in total transaction cost of $ 1,562,562 . The fair value of the warrants issued to the Placement Agent was included in the transaction cost and allocated between the 2025 Warrant in the amount of $ 865,659 and the Common Stock in the amount of $ 696,903 on a pro rated basis. $ 500,000 of the Units sold pursuant to the Equity SPA were purchased by Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors and the Chief Executive Officer of the Placement Agent. The closings of the issuance and sale of the Restated Note and the Units occurred on October 9 through October 14, 2025, and the Company issued an aggregate of 16,666,666 shares of Common Stock and 16,666,665 2025 Warrants. At the closings, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file one or more registration statements covering the resale of the shares of Common Stock included as part of the Units, as well as the shares issuable upon conversion of the Restated Note or exercise of the 2025 Warrants. The Company will be subject to liquidated damages if it fails to meet certain conditions set forth in the Registration Rights Agreement. The Company evaluated the classification of the 2025 Warrants, Common Stock, and the Registration Rights Agreement issued or entered into pursuant to the Equity SPA. The assessment was performed under the relevant guidance in ASC 480-10, ASC 815-10, ASC 815-40, and ASC 825-20, to determine whether these instruments should be accounted for as freestanding or embedded financial instruments, and whether they meet the criteria for equity or liability classification. The 2025 Warrants are classified as freestanding derivative financial liabilities within the scope of ASC 815-10 and ASC 815-40, measured initially and subsequently at fair value through earnings. The issued shares of Common Stock are freestanding equity instruments. The Registration Rights Agreement is a freestanding contingent obligation within the scope of ASC 825-20, with potential liability recognition contingent on probability and estimability under ASC 450-20. See Note 12 for additional disclosure regarding fair value of the 2025 Warrants. NOTE 9. INTANGIBLE ASSETS Amortization expense was $ 355,795 and $ 307,192 for the three-month period ended December 31, 2025 and December 31, 2024. Amortization expense was $ 711,590 and $ 662,459 for the six-month period ended December 31, 2025 and December 31, 2024, respectively. Intangible Assets of the company at December 31, 2025 and June 30, 2025 are summarized as follows: SCHEDULE OF INTANGIBLE ASSETS December 31, 2025 Est useful Accumulated Impairment life Cost Amortization of Asset Net Goodwill Indefinite $ 6,142,525 $ — $ — $ 6,142,525 Pacsquare assets – Proprietary Software 10 years 1,928,800 ( 240,902 ) — 1,687,898 Customer Lists 12 years 14,625,000 ( 2,307,278 ) — 12,317,722 Intangible Assets $ 22,696,325 $ ( 2,548,180 ) $ — $ 20,148,145 24 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) 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 Below is a summary of the amortization of intangible assets for the next five years: SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS Fiscal Year Amount June 30, 2026 $ 699,988 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 10. STOCKHOLDERS’ DEFICIT Preferred Stock — The Company is authorized to issue 25,000,000 shares of Preferred Stock 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 December 31, 2025 and June 30, 2025, 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. Holders of the Company’s Common Stock are entitled to one vote for each share. At December 31, 2025 and June 30, 2025, there were 144,580,170 and 40,165,603 shares of Common Stock outstanding, respectively. The Common Stock commenced trading on the NYSE American LLC (“NYSE American”) under the symbol “ATCH” on February 12, 2024. AtlasClear Holdings’ public warrants (the “Public Warrants”) commenced trading on the over-the-counter market (the “OTC”) under the symbol “ATCH WS” on February 12, 2024. 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, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors, as consideration for legal and consulting services provided to the Company prior to his employment. The shares were valued based on the closing price of the date of issuance of $ 0.21 for a total value of $ 169,920 . 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. Pursuant to a Software As A Services License Agreement, as payment in shares for services rendered during the six-months period ended December 31, 2025, the Company issued 356,901 shares of Common Stock valued at the closing price on the date of issuance of $ 0.162 per share, resulting in compensation expense of $ 57,821 . On October 1, 2025, the Company and Interest Solutions entered into an amendment to the Interest Solutions Note whereby the conversion price floor of $ 2.00 was amended to $ 0.5627 . As a result, on October 1, 2025, the Company issued 576,616 shares of Common Stock at a conversion price of $ 0.5627 in full settlement of $ 275,000 in principal and $ 49,462 of accrued interest. 25 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) On October 13, 2025, the Company and a vendor entered into a settlement agreement and release, whereas the Company agreed to issue 192,744 shares of Common Stock in settlement of $ 34,000 of a vendor payable balance. On October 13, 2025, the Company issued 325,000 shares of Common Stock to consultants for services rendered. The shares were valued based on the date the date shares were issued for total compensation expenses of $ 132,373 . In connection with the Equity SPA discussed in Note 8 above, the closings of the issuance and sale of the Units occurred on October 9 through October 14, 2025, and the Company issued an aggregate of 16,666,666 shares of Common Stock. Refer to Notes 6 and 8 for details regarding shares issued during the three and six-months ended December 31, 2025 and 2024. Warrants— In connection with the Equity SPA, on October 8, 2025, the Company issued the 2025 Warrants as discussed in Note 8above. The warrants were issued to investors as an equity-linked incentive and to the placement agent as part of transaction compensation. The warrants entitle holders to purchase fully paid and non-assessable shares of common stock, subject to the terms summarized below. Instruments Issued and Outstanding · Investor Warrants: 16,666,667 warrants issued on October 8, 2025 · Placement Agent Warrants: 1,005,000 warrants issued on October 8, 2025 · Public Warrants: 10,062,500 warrants issued on February 9, 2024 · Private Warrants: 5,553,125 warrants issued on February 9, 2024 · Secured Convertible Note Warrants: 600,000 issued February 9, 2024 · All warrants were outstanding as of December 31, 2025. There were no exercises or modifications during the period. The warrants are freestanding financial instruments within the scope of ASC 815-10 and ASC 815-40. Although indexed to the Company’s own stock, the warrants do not qualify for equity classification because they contain provisions that could require net cash settlement (e.g., cash payout upon certain fundamental transactions and cash penalties for delayed share delivery). Accordingly, the warrants are classified as derivative financial liabilities and recorded at fair value on the balance sheet, with subsequent changes in fair value recognized in earnings. Refer to Note 12 for discussion regarding the fair value disclosures. NOTE 11. STOCK BASED COMPENSATION Executive Employment Agreements and Equity Awards In September 2025, the Company entered into the Schaible Employment Agreement, the Ridenhour Employment Agreement and the Patel Employment Agreement, each as discussed in Note 7. Under the terms of these agreements, the executives are entitled to annual base salaries ranging from $ 350,000 to $ 500,000 over the three-year 3 term, annual discretionary cash bonuses contingent upon Company profitability and board approval, and various stock-based awards under the Company’s equity incentive plan. Time-Based Stock Awards Each of Messrs. Schaible and Ridenhour received a one-time grant of 700,000 shares of Common Stock upon execution of their respective agreements and are entitled to receive an additional 286,842 shares on July 1, 2026, in each case subject to stockholder approval of an amendment to the Company’s equity incentive plan to increase the number of shares authorized for issuance thereunder. Each such grant vests on June 30 of the year following the grant date, subject to continued employment. The grant-date fair value of the time-based awards was measured based on the closing price of the Company’s Common Stock determined to be $ 641,900 each for total of $ 1,283,800 , on the respective grant dates and is recognized as compensation expense on a straight-line basis over the vesting period. Schedule of Nonvested Stock Awards (Shares in units; weighted-average grant-date fair value in $) SCHEDULE OF NONVESTED STOCK AWARDS Activity Shares Weighted-Average Grant-Date Fair Value Nonvested at July 1, 2025 — — Granted 1,400,000 $ 0.92 Vested — — Forfeited/Expired — — Nonvested at Dec 31, 2025 1,400,000 $ 0.92 Performance-Based (Market Condition) Stock Awards Each of Messrs. Schaible and Ridenhour is eligible to receive up to five performance-based stock awards, each equal to 1 % of the Company’s total outstanding shares at the time of grant, and Mr. Patel is eligible to receive up to five performance-based stock awards, each equal to 0.5 % of the Company’s total outstanding shares, upon achievement of specified stock price milestones, in each case subject to stockholder approval of an amendment to the Company’s equity incentive plan to increase the number of shares authorized for issuance thereunder. These milestones are based on the Company’s Common Stock achieving a 10-day volume-weighted average price (“VWAP”) of $ 0.75 , $ 1.00 , $ 1.24 , $ 1.49 , and $ 1.74 , respectively. Each award vests over three years following achievement of the applicable stock price target, subject to continued employment. Schedule of Performance-Based (Market Condition) Awards by Tranche (Units; grant-date fair value per share in $) SCHEDULE OF PERFORMANCE-BASED (MARKET CONDITION) AWARDS BY TRANCHE Tranche VWAP Milestone Grant-Date FV/Share Nonvested at Jul 1, 2025 Granted Vested Forfeited/Expired Nonvested at Dec 31, 2025 1 $ 0.75 0.66 3,170,479 3,170,479 — — 3,170,479 2 $ 1.00 0.65 3,170,479 3,170,479 — — 3,170,479 3 $ 1.24 0.64 3,170,479 3,170,479 — — 3,170,479 4 $ 1.49 0.63 3,170,479 3,170,479 — — 3,170,479 5 $ 1.74 0.62 3,170,479 3,170,479 — — 3,170,479 Total — — 15,852,395 15,852,395 — — 15,852,395 26 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Because these awards include market conditions, the Company estimated their grant-date fair value using a Monte Carlo simulation model. The following table summarizes the key assumptions used in the valuation of these awards: SCHEDULE OF KEY ASSUMPTIONS USED IN THE VALUATION OF PERFORMANCE-BASED STOCK AWARDS Assumption September 2025 Grants Expected volatility 140.6 % Risk-free interest rate 3.5 % Expected term 3.0 years Expected dividend yield 0 % Fair value per share (Tranche 1) $ 0.66 Fair value per share (Tranche 2) $ 0.65 Fair value per share (Tranche 3) $ 0.64 Fair value per share (Tranche 4) $ 0.63 Fair value per share (Trance 5) $ 0.62 Compensation cost for these awards will be recognized over the derived service period, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. Expense is not reversed solely because the market condition is not satisfied. Forfeiture Policy The Company accounts for forfeitures of share-based awards as they occur. Previously recognized compensation cost is reversed in the period an unvested award is forfeited. Stock-Based Compensation Expense As of December 31, 2025, none of the stock price milestones had been achieved and no shares had vested under the performance-based awards. Stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three Months Ended Three Months Ended December 31, 2025 December 31, 2024 Time-based stock awards $ 320,950 $ — Market-based stock awards $ 852,410 $ — Total stock-based compensation expense $ 1,173,360 $ — Six Months Ended Six Months Ended December 31, 2025 December 31, 2024 Time-based stock awards $ 374,442 $ — Market-based stock awards $ 954,329 $ — Total stock-based compensation expense $ 1,328,771 $ — As of December 31, 2025, total unrecognized compensation cost related to unvested time- and market-based stock awards was approximately $ 10,100,561 , which is expected to be recognized over a weighted-average period of 2.75 years. NOTE 12. 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. 27 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) 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 December 31, 2025 and June 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE HIERARCHY OF THE VALUATION INPUTS December 31, June 30, Description Level 2025 2025 Assets: Trading securities 1 $ 5 $ 5 Liabilities: Winston & Strawn agreement 3 $ 690,400 $ 2,489,945 Warrant liability – Private Warrants 3 $ 275,659 $ 123,062 Earnout liability 3 $ 861,000 $ 11,369,000 Convertible notes Chardan derivative 3 $ — $ 103,185 Merger financing derivative 3 $ — $ 63,696 Tau agreement 3 $ — $ 539,787 Debentures – derivative 3 $ 583,069 $ — Convertible Notes – derivative 3 $ — $ — Secured Convertible Note 3 $ 12,149,840 $ — Warrant liability – Equity SPA 3 $ 3,933,333 $ — Winston & Strawn Agreement On February 9, 2024, the Company entered into the Winston & Strawn Agreement, as described in Note 8. The Winston & Strawn Agreement is considered a variable-share obligation under ASC Topic 480 (“Distinguishing Liabilities from Equity”). The Winston & Strawn 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 Condensed Consolidated Balance Sheets. The Company will record a change in fair value on each reporting period until settlement in its Condensed Consolidated Statement of Operations. See Note 8 for further discussion. As of December 31, 2025 the Company had not issued the shares as stipulated under the Winston & Strawn Agreement and, as such, the Company determined that utilizing a Monte Carlo model was no longer appropriate considering the economic nature of the contract. The Company anticipated making cash payments to settled the obligations. As such, the Winston & Strawn Agreement was valued using the discounted cash flow approach to better determine the fair value of the Winston & Strawn Agreement. The agreement did not have any specific provision regarding default. The key valuation input under the discounted cash flow approach was 15.6 % discount rate applied to the anticipated cash out flows over a year. The key inputs into the Monte Carlo model for the Winston & Strawn Agreement were as follows: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION June 30, Input 2025 Market price of public shares $ 0.19 Equity volatility 167.7 % Risk-free rate 4.21 % Subscription agreement measurement input 4.21 % 28 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Warrant Liability The private placement warrants originally issued by Quantum and assumed by the Company in connection with the Business Combination (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. The Private 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 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: December 31, June 30, Input 2025 2025 Market price of public shares $ 0.25 $ 0.19 Risk-free rate 3.56 % 3.67 % Dividend yield 0.00 % 0.00 % Volatility 189.6 % 167.7 % Exercise price $ 689.86 $ 689.86 Warrants and rights expiration date description $ 689.86 $ 689.86 Effective expiration date February 2029 February 2029 Earnout Liability The liability associated with the Earnout Shares was, initially 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. As of December 31, 2025, the Company revised when revenue hurdles would be achieved, as a result of the delay in financing and implementation of the Commercial Bancorp acquisition. Revenue targets were deemed less likely to be reached and as such, this resulted in a significant decrease in the value of the Earnout liability. 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: December 31, June 30, Input 2025 2025 Market price of public shares $ 0.25 $ 0.19 Revenue volatility 50.00 % 12.00 % Discount factor for revenue 22.56 % 9.31 % Earnout liability measurement input 22.56 % 9.31 % Convertible Note Derivatives The conversion derivatives associated with Short-Term Notes, Long-Term Notes and the Chardan Note were accounted for as a liability in accordance with ASC 815-40. The conversion derivative liabilities were 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 derivatives are made up of the fair value of the embedded conversion option included in the Long-Term Notes and the Chardan Note, which each had fair value as of December 31, 2025 of $ 0 . The fair value of the embedded conversion option included in the Long-Term Notes and the Chardan Note had a fair value as of June 30, 2025 of $ 103,185 and $ 0 , respectively, totaling $ 103,185 . 29 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Long-Term Notes 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 Notes at $ 103,185 . During the six-months ended December 31, 2025 the Long-Term Notes were settled in full and, as such, the derivative was settled in full with a zero value as of December 31, 2025. 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 Chardan Note As of June 30, 2025, the conversion feature of the Chardan Note was valued using Monte Carlo model resulting in the fair value of the conversion option at $ 0 . During the six-months ended December 31, 2025 the Chardan Note was fully converted into shares and was settled in full and, as such, the derivative was settled in full with a zero value as of December 31, 2025. 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 December 31, 2025 Secured Convertible Note As a result of the changes in stock price and 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 and, as such, the Company fair valued the embedded derivative. As of June 30, 2025, the conversion feature was valued using the 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. As of October 8, 2025 as a result of the Restated SPA, the Secured Convertible Note was considered extinguished and replaced with the new Secured Convertible Note, see below for additional information. 30 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) 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 On October 8, 2025, the Company entered into the Restated SPA with Funicular. The Restated Note issued pursuant to the Restated SPA is convertible, in whole or in part, into shares of the Company’s Common Stock at the election of the holder at any time at an initial Conversion price of $ 0.75 per share. The Conversion Price is subject to adjustment if the Company issues or is deemed to issue shares of Common Stock at a price below the then-current Conversion Price (subject to certain exceptions), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Company elected to apply the Fair Value Option (FVO) under ASC 825-10 to the Restated Note. Under ASC 825-10-15-4 and 825-10-25-4, the Restated Note qualifies as an eligible financial liability because it is recognized upon initial issuance and not within any of the prohibited categories. The election was made at initial recognition and applies to the entire instrument, with upfront fees and costs expensed as incurred. As a result, the Restated Note is measured at fair value with changes recognized in earnings each reporting period, and the Company separately presents in other comprehensive income the portion of fair value changes attributable to instrument-specific credit risk, consistent with ASC 825-10-45-5. As of December 31, 2025 and October 8, 2025, the Restated Note was valued using Black-Scholes model combined with the discounted cash flow model, resulting in the fair value of the Restated Note of $ 12,149,840 and $ 14,585,961 , respectively. The key inputs into the Black-Scholes model for the conversion derivative as of December 31, 2025 and October 8, 2025 were as follows: December 31, October 8, Input 2025 2025 Market price of public shares $ 0.25 $ 0.36 Conversion Price $ 0.75 $ 0.75 Principal and interest balance at valuation date $ 10,353,408 $ 10,097,782 Risk-free rate 3.71 % 3.73 % Discount rate 14.93 % 11.30 % Volatility 189.63 % 165.13 % Effective expiration date October 2030 October 2030 Term 4.77 years 5 years Merger Financing Note 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 Merger Financing Note of $ 63,696 . During the six-months ended December 31, 2025, the Merger Financing Note was settled in full and, as such, the derivative was settled in full with a zero value as of December 31, 2025. 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 % Derivative liability measurement input 167.7 % Effective expiration date February 2026 31 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Tau Agreement As discussed in Note 8 the Tau Agreement no longer has shares available to utilize and management does not intend to utilize the ELOC. As such as of December 31, 2025 the fair value of the Tau Agreement was deemed to be zero . As of June 30, 2025 the Tau Agreement was valued using Monte Carlo model resulting in the fair value of $ 539,448 and the Commitment Fee at $ 337 . The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 was as follows: June 30, Input 2025 Anticipated Monthly Advance Amounts $ 40,000 Risk-free rate 3.75 % Volatility 167.7 % Commitment amount measurement input 167.7 % Effective expiration date July 2026 Debenture Derivative On August 4, 2025 the Company issued the Debenture as discussed in Note 8. The Company determined that the conversion feature was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of December 31, 2025 the Debenture was valued using a Black-Scholes model and as of August 4, 2025, the issuance date, the Debenture was valued using Scenario Based Methodology model resulting in the fair value of the conversion option included in the Debenture embedded derivative at $ 1,189,955 and $ 352,067 , respectively. See Note 8 for additional information. The key inputs into the Black-Scholes for the conversion derivative as of December 31, 2025 and Scenario Based Methodology model August 4, 2025 were as follows: December 31, August 4, Input 2025 2025 Market price of public shares $ 0.25 $ 0.22 Risk-free rate 3.57 % 3.75 % Discount rate 16.22 % 15.41 % Volatility 189.63 % 165.9 % Effective expiration date August 2026 August 2026 Convertible Note Derivative On September 16, 2025 the Company issued Convertible Notes as discussed in Note 8. The Company determined that the conversion feature was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of September 16, 2025, the issuance date, the Convertible Notes derivative was valued using a Scenario Based methodology model resulting in the fair value of the embedded derivatives included in the Convertible Notes of $ 5,382,154 , of which at $ 382,154 was allocated to the embedded derivative. On October 8, 2025 in connection with the Equity SPA, the Company repaid the Convertible Note in full; as such as of December 31, 2025 the derivative was derecognized. See Note 8 for additional information. The key inputs into Scenario Based Method for the conversion derivative as of September 16, 2025 were as follows: September 16, Input 2025 Discount rate 11.21 % Probability of default 8.98 % Recovery rate 42.90 % Effective expiration date March 2026 32 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) 2025 Warrant Liability- Equity SPA On October 8, 2025, the Company entered into the Equity SPA pursuant to which the Company agreed to issue and sell, in a private placement, 16,666,666 Units for a purchase price of $ 0.60 per Unit. Each Unit consists of one share of the Company’s Common Stock and one 2025 Warrant. In addition, 1,005,000 of 2025 Warrants were issued to the placement agent as transaction cost. The 2025 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. The fair value of all 2025 Warrants issued at issuance was $ 5,874,061 ($ 5,539,999 for the warrants included in the units and $ 334,062 for the warrants issued to placement agents). The 2025 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 2025 Warrants is the expected volatility of the Company’s Common Stock. The key inputs into the Black-Scholes model for the 2025 Warrants were as follows: December 31, October 8, Input 2025 2025 Market price of public shares $ 0.25 $ 0.36 Risk-free rate 3.71 % 3.73 % Dividend yield 0.00 % 0.00 % Volatility 189.63 % 165.13 % Exercise price $ 0.75 $ 0.75 Term 4.77 years 5 years Derivative liability measurement input $ 0.75 $ 0.75 Effective expiration date October 2030 October 2030 The following table presents the changes in the fair value of the following: SCHEDULE OF CHANGES IN THE FAIR VALUE Private Tau Placement Agreement Warrants Liability Fair value as of June 30, 2025 $ 123,062 $ 539,787 Write of receivable — ( 205,238 ) Change in valuation inputs or other assumptions 61,531 ( 334,549 ) Fair value as of September 30, 2025 $ 184,593 $ — Change in valuation inputs or other assumptions 91,066 — Fair value as of December 31, 2025 $ 275,659 $ — Private Tau Placement Agreement Warrants Liability Fair value as of June 30, 2024 $ 307,656 $ — Initial measurement — 1,090,949 Transferred to equity — ( 303,000 ) Change in valuation inputs or other assumptions ( 246,125 ) 184,559 Fair value as of September 30, 2024 $ 61,531 $ 972,508 Transfer to equity — 115,277 Change in valuation inputs or other assumptions 61,531 73,284 Fair value as of December 31, 2024 $ 123,063 $ 783,945 33 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Conversion Earnout Derivative Liability Fair value as of June 30, 2025 $ 103,185 $ 11,369,000 Change in valuation inputs or other assumptions ( 103,185 ) 116,000 Fair value as of September 30, 2025 $ — $ 11,485,000 Change in valuation inputs or other assumptions — ( 10,624,000 ) Fair value as of December 31, 2025 $ — $ 861,000 Conversion Earnout Derivative Liability Fair value as of June 30, 2024 $ 16,462,690 $ 12,298,000 Change in valuation inputs or other assumptions ( 14,320,179 ) 340,000 Fair value as of September 30, 2024 $ 2,142,511 $ 12,638,000 Change in valuation inputs or other assumptions ( 1,117,805 ) ( 1,594,000 ) Fair value as of December 31, 2024 $ 1,024,706 $ 11,044,000 Winston & Strawn Merger Financing Agreement Derivative Fair value as of June 30, 2025 $ 2,489,945 $ 63,696 Change in valuation inputs or other assumptions ( 1,798,624 ) ( 63,696 ) Fair value liability as of September 30, 2025 $ 691,321 $ — Change in valuation inputs or other assumptions ( 921 ) — Fair value liability as of December 31, 2025 $ 690,400 $ — Winston & Strawn Merger Financing Agreement Derivative Fair value as of June 30, 2024 $ 2,425,647 $ — Initial measurement — 113,044 Change in valuation inputs or other assumptions 34,841 63,195 Fair value liability as of September 30, 2024 $ 2,460,488 $ 176,239 Change in valuation inputs or other assumptions 13,041 ( 25,749 ) Fair value liability as of December 31, 2024 $ 2,473,529 $ 150,490 Secured Contingent Convertible Guarantee Derivative Fair value as of June 30, 2024 $ 3,256,863 $ — Shares issued as partial payment ( 1,210,290 ) — Change in valuation inputs or other assumptions 839,774 89,535 Exchange to Merger financing note ( 2,886,347 ) — Fair value as of September 30, 2024 $ — $ 89,535 Change in valuation inputs or other assumptions — ( 89,535 ) Fair value liability as of December 31, 2024 $ — $ — 34 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Convertible Debenture Notes Derivative Derivative Fair value as of June 30, 2025 $ — $ — Initial measurement 352,067 382,154 Change in valuation inputs or other assumptions 837,888 52,873 Fair value as of September 30, 2025 $ 1,189,955 $ 435,027 Change in valuation inputs or other assumptions ( 606,886 ) ( 435,027 ) Fair value as of December 31, 2025 $ 583,069 $ — Secured 2025 Convertible Warrant Note Liability Fair value as of June 30, 2025 $ — $ — Principal amount 10,097,782 — Day 1 fair value charge to earnings 4,488,179 — Initial measurement October 8, 2025 14,585,961 5,874,061 Accrued interest through December 31, 2025 255,626 — Change in valuation inputs or other assumptions ( 2,691,747 ) ( 1,940,728 ) Fair value as of December 31, 2025 $ 12,149,840 $ 3,933,333 There were no transfers between levels during the three and six-months ended December 31, 2025 and 2024. NOTE 13. 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 Financial 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: SCHEDULE OF REVENUE AND OPERATING INCOME LOSS Three Months Ended Three Months Ended December 31, 2025 December 31, 2024 Commissions $ 3,097,701 $ 1,598,153 Vetting fees 351,850 357,601 Clearing fees 582,148 785,227 Net gain/(loss) on firm trading accounts 205,569 2,245 Other revenue 819,826 3,273 Total revenue $ 5,057,094 $ 2,746,499 Loss from operations $ ( 2,455,322 ) $ ( 1,149,149 ) 35 ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 (Unaudited) Six Months Ended Six Months Ended December 31, 2025 December 31, 2024 Commissions $ 5,432,090 $ 2,981,981 Vetting fees 723,550 722,984 Clearing fees 1,296,497 1,832,939 Net gain/(loss) on firm trading accounts 205,458 3,956 Other revenue 1,650,089 8,721 Total revenue $ 9,307,684 $ 5,550,581 Loss from operations $ ( 3,332,560 ) $ ( 2,090,251 ) Total assets $ 77,615,158 $ 56,014,642 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 14. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, other than as described below. On January 12, 2026, the Company received a cashless exercise notice in respect of 483,333 warrants from the 2025 Warrants held by Funicular, resulting in the issuance of 1,294,558 shares of Common Stock. On February 9, 2026, the Company received a cashless exercise notice in respect of 900,000 warrants from the 2025 Warrants held by Funicular, resulting in the issuance of 2,817,768 shares of Common Stock. On January 26, 2026, the Company and Winston & Strawn, entered into a settlement agreement. The Company agreed to provide Winston & Strawn with cash and shares of the Company’s Common Stock. The Company paid $ 1,000,000 in cash and issued a total of 1,000,000 shares of the Company Common Stock with a deemed value of $ 750,000 and a fair value of $ 256,300 based on the closing stock price on January 26, 2026. As of the date of filing the Company has complied with the terms and is has fully settled the obligations with Winston & Strawn. Commercial Bancorp Share Purchase Agreement On February 5, 2026, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Commercial Bancorp, a Wyoming corporation (“Commercial Bancorp”), and each of the shareholders of Commercial Bancorp (collectively, the “Sellers”). The Purchase Agreement provides for the Company to acquire (the “Acquisition”) from the Sellers all of the outstanding shares (the “Shares”) of common stock of Commercial Bancorp, which is the owner of all of the outstanding stock of Farmers State Bank, a Wyoming state-chartered member bank (the “Bank”), subject to the terms and conditions set forth in the Purchase Agreement. As previously disclosed, the Company had previously entered into an agreement and plan of merger, as amended, to acquire Commercial Bancorp, which agreement has expired in accordance with its terms. Pursuant to the terms of the Purchase Agreement, the Company has agreed to purchase the Shares from the Sellers for consideration consisting of a combination of cash and shares of the Company’s common stock (“Common Stock”), with the total amount of consideration to be determined based on (i) each Seller’s election to receive cash, shares of Common Stock, or a combination thereof, (ii) the adjusted book value of the operational potion of the equity capital of Commercial Bancorp as of the closing of the Acquisition (the “Closing”), determined in accordance with the provisions of the Purchase Agreement (the “ABV”), (iii) the value of the existing building and land comprising the physical location of the Bank (the “Premises”), and (iv) Commercial Bancorp’s net operating loss as reflected on its most recent tax return prior to the Closing, multiplied by the maximum corporate federal income tax rate in effect as of the date of the Closing (the “NOL Tax Benefit”). Each Seller may elect (the “Election”) to receive an amount equal to any of the following three options: (i) three times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable one-third in cash and two-thirds in shares of Common Stock; (ii) two times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable entirely in cash; or (iii) three times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable entirely in shares of Common Stock. The Company has made an earnest money deposit payment in the amount of $ 100,000 to Commercial Bancorp, which deposit will be applied to the cash portion of the consideration payable at the Closing or, if the Closing does not occur under certain circumstances, retained by Commercial Bancorp. The shares of Common Stock to be issued pursuant to the Purchase Agreement will be valued based on either the closing price of the Common Stock on the date of execution of the Purchase Agreement ($0.23), or on the business day immediately preceding the date of the Closing, at each Seller’s option. The Company has agreed to file with the Securities Exchange Commission (the “SEC”), by the later of 90 days following the date of the Purchase Agreement and ten business days following the deadline for each Seller to make an Election, a resale registration statement with respect to the shares of Common Stock issuable pursuant to the Purchase Agreement (the “Resale Registration Statement”). The obligations of each of the Sellers and the Company under the Purchase Agreement are subject to specified conditions, including, among other matters: (i) the receipt of all required regulatory approvals, (ii) the Resale Registration Statement having been declared effective by the SEC, such that all shares of Common Stock to be issued pursuant to the Purchase Agreement shall be registered for resale and freely tradeable, (iii) the receipt of certain specified third-party consents, and (iv) the absence of any injunctions being entered into or law being adopted that would make the Transaction illegal. The Purchase Agreement contains customary representations and warranties of Commercial Bancorp and the Bank, the Sellers and the Company. It also contains customary covenants, including (i) covenants providing for each of the parties to use reasonable best efforts to cause the Acquisition to be consummated and to receive all required regulatory approvals, including from the Federal Reserve Board and the Wyoming Division of Banking, (ii) covenants providing for Commercial Bancorp and the Bank to carry on their respective businesses in the ordinary course of business, and to refrain from taking certain actions, during the period between the execution of the Purchase Agreement and the Closing, and (ii) granting the Company observation rights with respect to meetings of the boards of directors of Commercial Bancorp and the Bank during the between the execution of the Purchase Agreement and the Closing. Commercial Bancorp, the Bank and the Sellers have also agreed not to initiate, solicit, encourage or otherwise facilitate the making of any proposal or offer relating to alternate transactions or, engage in any discussions or negotiations with respect to alternate transactions. The Purchase Agreement contains termination rights for each of the Sellers and the Company, including, without limitation, in the event that (i) any governmental entity issues a non-appealable final order denying approval of the Acquisition; (ii) the Transaction is not consummated within two years of the execution of the Purchase, subject to extension under certain circumstances; or (iii) the other party breaches its representations, warranties or covenants under the Purchase Agreement which would give rise to the failure of a closing condition and such breach is not cured with 30-days of receipt of written notice of such breach. 36 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us,” “AtlasClear Holdings,” or the “Company” refer to AtlasClear Holdings, Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Certain defined terms used herein have the meaning ascribed to them in the notes to the financial statements . Special Note Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy, plans and objectives of management for future operations, including planned acquisition of Commercial Bancorp, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that a statement is not forward looking. You should understand that the following important factors could affect our future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements herein: ● our ability to realize the benefits expected from the Business Combination (as defined herein); ● our ability complete the acquisition of Commercial Bancorp of Wyoming (“Commercial Bancorp”); ● our ability to successfully integrate our recent and proposed acquisitions, including the acquisition of Commercial Bancorp, and to realize the synergies and benefits of such acquisitions; ● our ability to successfully implement the AtlasClear Platform (as defined herein); ● our significant indebtedness and our ability to service such indebtedness; ● the volatility of the price of our Common Stock, par value $0.0001 per share (the “Common Stock”) and the possibility that stockholders could incur substantial losses; ● potential dilution of our stockholder interests resulting from our issuance of equity securities; ● the ability to maintain the listing of our Common Stock on the NYSE American LLC (“NYSE American”), and the potential liquidity and trading of such securities; ● our ability to grow and manage growth profitably; ● our ability to raise financing in the future, if and when needed; ● our success in retaining or recruiting, or adapting to changes in, our officers, key employees, or directors following the Business Combination; ● our ability to attract and retain our senior management and other highly qualified personnel; ● our ability to achieve or maintain profitability; ● the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; ● our ability to successfully protect against cybersecurity attacks or breaches, ransomware attacks, and other disruptions to our information technology structure; ● our ability to successfully compete against other companies; ● our estimates regarding expenses, future revenue, and needs for additional financing; and ● the effect of economic downturns and political and market conditions beyond our control. 37 For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended June 30, 2025 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2025. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview We are building 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 that focus on financial services firms. We are a fintech driven business-to-business platform that seeks to power innovation in fintech, investing, underwriting and trading. We believe we are positioned to provide a modern, mission-critical suite of solutions to our clients, enabling them to reduce their transactions costs and compete more effectively in their businesses. Our target client base for our prime banking and prime brokerage services includes financial services firms, generally with annual revenues up to $1 billion, including brokerage firms, hedge funds, pension plans, and family offices that are not adequately served by today’s larger correspondent clearing firms and banks. 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”), among the Company, Quantum, Atlas FinTech Holdings Corp. (“Atlas FinTech”) and certain other parties. 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 completed the acquisition of broker-dealer Wilson-Davis & Co., Inc. (“Wilson-Davis”). Through the acquisition of Wilson-Davis, a correspondent clearing company, and the anticipated acquisition of Commercial Bancorp, we expect to acquire the capabilities to provide specialized clearing and banking services to financial services firms, with an emphasis on global markets currently underserviced by larger vendors. Once properly integrated, anticipated synergies between Commercial Bancorp, if acquired, and Wilson-Davis are expected to allow for lower cost of capital, higher net interest margins, expanded product development and greater credit extension. On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear purchased a proprietary trading platform with clearing and settlement capabilities that will be developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”). On June 10, 2025, the Company and Pacsquare entered into a Software Development and License Agreement which supersedes and amends the terms under the Purchase Agreement. Under the Software Development and License Agreement, Pacquare agreed to develop and provide services for a period of 36 months, commencing on the date of execution of the Software Development and License Agreement. We believe that our proprietary trading platform with clearing and settlement capabilities along with the software products and intellectual property assets, are cutting-edge, flexible and scalable. Wilson-Davis Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC, licensed in 50 states, District of Columbia, and Puerto Rico, and is a member in good standing of FINRA. Wilson-Davis derives revenue principally from commissions charged on the liquidation of restricted and control microcap securities, vetting, and clearing service fees charged to introducing brokers for which Wilson-Davis clears transactions on a fully disclosed basis, and other financial service fees. Commissions are earned by executing transactions for customers. Vetting fee revenues are earned when Wilson-Davis vests stock the customers want to bring into their accounts. Clearing fees are earned by clearing transactions for Glendale Securities, as introducing broker on a fully disclosed basis, pursuant to a clearing agreement with Glendale Securities. 38 Key Factors Impacting Wilson-Davis’ Business Wilson-Davis’ business and results of operations have been, and will continue to be, affected by numerous factors and trends, which Wilson-Davis believes include those discussed in the section titled “Risk Factors” of the Transition Report. Some key factors impacting Wilson-Davis’ business include: ● Liquidity . As a clearing broker-dealer in the U.S., Wilson-Davis is subject to cash deposit requirements with clearing organizations, brokers, and banks that may be large in relation to its total liquid assets. ● Growth of Customer Base . Wilson-Davis’ growth requires continued use of its services by new customers. ● Expanding Wilson-Davis’ Relationship with Existing Customers . Wilson-Davis’ ability to expand its relationship with its existing customers will be an important contributor to its long-term growth. ● Market Trends . As financial markets grow and contract, Wilson-Davis’ customers’ behaviors are affected. Wilson-Davis’ revenue and profitability can be affected by general downturns in the securities markets, resulting from factors such as increased inflation, increased interest rates and other factors. Debenture 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 (the “Debenture”) for an aggregate principal amount of $500,000, for a gross purchase price of $490,000, net of legal fees. The Debenture bears 10% interest and matures on August 3, 2026. The holder is entitled to convert the unpaid principal amount of the Debenture, plus accrued interest and penalties, any time, 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 been paid in full. The Company agreed that, within 60 days after the sale of the Debenture, the Company would file with the Securities and Exchange Commission (the “SEC”) a registration statement, or an amendment to a previously-filed registration statement registering the resale of the shares of Common Stock underlying the Debenture. Convertible Notes 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 under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Convertible Note” and collectively, the “Convertible 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 did not bear interest, and were to 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 Convertible Notes were convertible 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 Notes were subject to customary events of default and related remedies. In October 2025, upon the consummation of the transactions contemplated by the Equity SPA (as defined below), $4.15 million payable by the Company under the Convertible Notes was converted into Units (as defined below), and the remaining balance of the Convertible Notes was paid in full. Convertible Note Financing On October 8, 2025, the Company entered into an amended and restated securities purchase agreement (the “Restated SPA”) with Funicular Funds, LP (“Funicular”), which amended and restated in its entirety the securities purchase agreement, dated February 9, 2024, pursuant to which the Company had issued and sold to Funicular, in a private placement, a million secured convertible note in the original principal amount of $6,000,000 (the “Funicular Note”). Pursuant to the Restated SPA, the Company issued and sold to Funicular, for a purchase price of $10,000,000, an amended and restated convertible promissory note, dated October 8, 2025 (the “Restated Note”), which amends and restates the Funicular Note in its entirety. The principal amount of the Restated Note is $10,097,782, consisting of the $10,000,000 purchase price plus $97,782 in remaining outstanding principal under the Funicular Note. The Restated Note has a stated maturity date of October 8, 2030. Interest accrues at a rate per annum equal to 11%, 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 Restated Note. In the event of an Event of Default (as defined in the Restated Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 14% per annum. The Restated Note is convertible, in whole or in part, into shares of the Company’s Common Stock at the election of the holder at any time at an initial conversion price of $0.75 per share (the “Conversion Price”). The Conversion Price is subject to adjustment if the Company issues or is deemed to issue shares of Common Stock at a price below the then-current conversion price (subject to certain exceptions), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Restated 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 Restated 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) the security agreement, dated as of February 9, 2024 (the “Security Agreement”), among the Company, each of the Company’s subsidiaries and Funicular, and (ii) the 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 Restated Note and the other Loan Documents (as defined in the Restated Note), each of which was entered into in connection with the Funicular Note. Pursuant to the Restated SPA, the Company agreed, among other things, that if the Restated Note becomes convertible into a number of shares of Common Stock in excess of 19.9% of the Company’s total number of shares of Common Stock outstanding, to seek the approval of its stockholders for the issuance of all shares of Common Stock issuable upon conversion of the Restated Note in excess of that amount, in accordance with the rules of the NYSE American. 39 Equity Financing On October 8, 2025, the Company entered into a securities purchase agreement (the “Equity SPA”) with certain institutional investors (each, an “Investor”), including Funicular, pursuant to which the Company agreed to issue and sell, in a private placement, an aggregate of 16,666,666 units of securities (each, a “Unit”), for a purchase price of $0.60 per Unit. Each Unit consists of one share of Common Stock and one warrant (each, a “2025 Warrant”) to purchase Common Stock. Of the total investment amount of $10,000,000, $5,850,000 of proceeds were received and $4,150,000 were converted from the Convertible Notes discussed above. The 2025 Warrants are immediately exercisable on a cash basis or exchangeable on a cashless basis and will expire five years from the date of issuance. Each 2025 Warrant will be initially exercisable for one share of Common Stock at an initial exercise price of $0.75 per share, subject to adjustment for stock splits, distributions and the like (the “Initial Exercise Price”). The Initial Exercise Price is also subject to potential increase if the Company completes certain subsequent offerings at a price greater than the Initial Exercise Price while the 2025 Warrants remain outstanding. At any time after the issuance of the 2025 Warrants, the holder of the 2025 Warrants may exchange the 2025 Warrants on a cashless basis for a number of shares of Common Stock determined by multiplying the total number of shares with respect to which the 2025 Warrant is then being exercised by the Black Scholes Value (as defined in the 2025 Warrant) divided by the lower of the two closing bid prices of the Common Stock in the two days prior the time of such exercise. In the event of a Fundamental Transaction (as defined in the 2025 Warrants), the holders of the 2025 Warrants will be entitled to receive upon exercise of the 2025 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the 2025 Warrants immediately prior to such Fundamental Transaction. Additionally, as more fully described in the 2025 Warrants, the holders of the 2025 Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the 2025 Warrant in connection with a Fundamental Transaction. If the Company fails to timely deliver the shares of Common Stock issuable upon exercise of the 2025 Warrants, the Company will be subject to liquidated damages. Subject to the provisions of the Equity SPA, if, during the 12-month period commencing on the date of the closing, the Company carries out one or more Subsequent Financings (as defined in the Equity SPA), each Investor that purchases $50,000 or more of Units will have the right to participate in an amount up to 100% of such Investor’s investment amount under the Equity SPA in any such securities offered by the Company, subject to certain exceptions. The Company engaged Dawson James Securities, Inc. as the placement agent (the “Placement Agent”) with respect to the offering of the Restated Note and the Units. The Company agreed to pay the Placement Agent’s fees totaling (i) 4.5% of the aggregate gross from the sale of the Restated Note, (ii) 6% of the aggregate gross proceeds from the sale of the Units to current or previous investors not introduced to the Company by the Placement Agent and (iii) 7% of the aggregate gross proceeds from the sale of the Units to investors introduced to the Company by the Placement Agent, and to reimburse the Placement Agent’s expenses (subject to a cap), resulting in total transaction cost paid of $1,228,500. The Company also agreed to issue warrants to purchase up to an aggregate of 1,005,000 shares of Common Stock with a fair value of $334,062 to the Placement Agent and its designees, resulting in total transaction cost of $1,562,562. The fair value of the warrants issued to the Placement Agent was included in the transaction cost and allocated between the 2025 Warrant in the amount of $865,659 and the Common Stock in the amount of $696,903 on a pro rated basis. $500,000 of the Units sold pursuant to the Equity SPA were purchased by Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors and the Chief Executive Officer of the Placement Agent. The closings of the issuance and sale of the Restated Note and the Units occurred on October 9 through October 14, 2025. At the closings, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file one or more registration statements covering the resale of the shares of Common Stock included as part of the Units, as well as the shares issuable upon conversion of the Restated Note or exercise of the Warrants. The Company will be subject to liquidated damages if it fails to meet certain conditions set forth in the Registration Rights Agreement. Commercial Bancorp Share Purchase Agreement On February 5, 2026, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Commercial Bancorp, a Wyoming corporation (“Commercial Bancorp”), and each of the shareholders of Commercial Bancorp (collectively, the “Sellers”). The Purchase Agreement provides for the Company to acquire (the “Acquisition”) from the Sellers all of the outstanding shares (the “Shares”) of common stock of Commercial Bancorp, which is the owner of all of the outstanding stock of Farmers State Bank, a Wyoming state-chartered member bank (the “Bank”), subject to the terms and conditions set forth in the Purchase Agreement. As previously disclosed, the Company had previously entered into an agreement and plan of merger, as amended, to acquire Commercial Bancorp, which agreement has expired in accordance with its terms. Pursuant to the terms of the Purchase Agreement, the Company has agreed to purchase the Shares from the Sellers for consideration consisting of a combination of cash and shares of the Company’s common stock (“Common Stock”), with the total amount of consideration to be determined based on (i) each Seller’s election to receive cash, shares of Common Stock, or a combination thereof, (ii) the adjusted book value of the operational potion of the equity capital of Commercial Bancorp as of the closing of the Acquisition (the “Closing”), determined in accordance with the provisions of the Purchase Agreement (the “ABV”), (iii) the value of the existing building and land comprising the physical location of the Bank (the “Premises”), and (iv) Commercial Bancorp’s net operating loss as reflected on its most recent tax return prior to the Closing, multiplied by the maximum corporate federal income tax rate in effect as of the date of the Closing (the “NOL Tax Benefit”). Each Seller may elect (the “Election”) to receive an amount equal to any of the following three options: (i) three times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable one-third in cash and two-thirds in shares of Common Stock; (ii) two times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable entirely in cash; or (iii) three times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises and the NOL Tax Benefit, payable entirely in shares of Common Stock. The Company has made an earnest money deposit payment in the amount of $100,000 to Commercial Bancorp, which deposit will be applied to the cash portion of the consideration payable at the Closing or, if the Closing does not occur under certain circumstances, retained by Commercial Bancorp. The shares of Common Stock to be issued pursuant to the Purchase Agreement will be valued based on either the closing price of the Common Stock on the date of execution of the Purchase Agreement ($0.23), or on the business day immediately preceding the date of the Closing, at each Seller’s option. The Company has agreed to file with the Securities Exchange Commission (the “SEC”), by the later of 90 days following the date of the Purchase Agreement and ten business days following the deadline for each Seller to make an Election, a resale registration statement with respect to the shares of Common Stock issuable pursuant to the Purchase Agreement (the “Resale Registration Statement”). The obligations of each of the Sellers and the Company under the Purchase Agreement are subject to specified conditions, including, among other matters: (i) the receipt of all required regulatory approvals, (ii) the Resale Registration Statement having been declared effective by the SEC, such that all shares of Common Stock to be issued pursuant to the Purchase Agreement shall be registered for resale and freely tradeable, (iii) the receipt of certain specified third-party consents, and (iv) the absence of any injunctions being entered into or law being adopted that would make the Transaction illegal. The Purchase Agreement contains customary representations and warranties of Commercial Bancorp and the Bank, the Sellers and the Company. It also contains customary covenants, including (i) covenants providing for each of the parties to use reasonable best efforts to cause the Acquisition to be consummated and to receive all required regulatory approvals, including from the Federal Reserve Board and the Wyoming Division of Banking, (ii) covenants providing for Commercial Bancorp and the Bank to carry on their respective businesses in the ordinary course of business, and to refrain from taking certain actions, during the period between the execution of the Purchase Agreement and the Closing, and (ii) granting the Company observation rights with respect to meetings of the boards of directors of Commercial Bancorp and the Bank during the between the execution of the Purchase Agreement and the Closing. Commercial Bancorp, the Bank and the Sellers have also agreed not to initiate, solicit, encourage or otherwise facilitate the making of any proposal or offer relating to alternate transactions or, engage in any discussions or negotiations with respect to alternate transactions. The Purchase Agreement contains termination rights for each of the Sellers and the Company, including, without limitation, in the event that (i) any governmental entity issues a non-appealable final order denying approval of the Acquisition; (ii) the Transaction is not consummated within two years of the execution of the Purchase, subject to extension under certain circumstances; or (iii) the other party breaches its representations, warranties or covenants under the Purchase Agreement which would give rise to the failure of a closing condition and such breach is not cured with 30-days of receipt of written notice of such breach. 40 Results of Operations Comparison of the Three Months Ended December 31, 2025 Compared to the Three Months Ended December 31, 2024 Three Months Ended Three Months December 31, Ended 2025 2024 Changes REVENUES Commissions $ 3,097,701 $ 1,598,153 1,499,548 Vetting fees 351,850 357,601 (5,751 ) Clearing fees 582,148 785,227 (203,079 ) Net gain/(loss) on firm trading accounts 205,569 2,245 203,324 Other revenue 819,826 3,273 816,553 TOTAL REVENUES 5,057,094 2,746,499 2,310,595 EXPENSES Compensation, payroll taxes and benefits 2,790,561 1,580,182 1,210,379 Data processing and clearing costs 967,778 629,733 338,045 Regulatory, professional fees and related expenses 1,508,774 1,107,762 401,012 Stock compensation expense 1,173,360 — 1,173,360 Communications 190,253 126,089 64,164 Occupancy and equipment 45,950 54,428 (8,478 ) Transfer fees 40,339 39,917 422 Bank charges 58,486 53,425 5,061 Bad debt (1,847 ) — (1,847 ) Intangible assets amortization 355,795 355,268 527 Other 382,967 (51,156 ) 434,123 TOTAL EXPENSES 7,512,416 3,895,648 3,616,768 LOSS FROM OPERATIONS (2,455,322 ) (1,149,149 ) (1,306,173 ) OTHER INCOME/(EXPENSE) Interest income 493,359 460,315 33,044 Change in fair value of warrant liability derivative 1,849,662 (61,531 ) 1,911,193 Change in fair value, convertible note derivative 435,027 823,076 (388,049 ) Change in fair value, long-term and short-term note derivative — 294,729 (294,729 ) Change in fair value of secured convertible note (1,796,432 ) 89,535 (1,885,967 ) Change in fair value of Merger financing — 25,749 (25,749 ) Change in fair value of earnout liability 10,624,000 1,594,000 9,030,000 Change in fair value of Winston & Strawn agreement 921 (13,041 ) 13,962 Change in fair value stock payable — 25,260 (25,260 ) Change in fair value of debenture derivative 606,886 — 606,886 Change in fair value of Tau agreement — 73,284 (73,284 ) Interest expense (2,777,916 ) (2,667,285 ) (110,631 ) TOTAL OTHER INCOME/(EXPENSE) 9,435,507 644,091 8,791,416 Income before provision for income taxes 6,980,185 (505,058 ) 7,485,243 Benefit (provision) for income taxes (196,014 ) 85,368 (281,382 ) Net income (loss) $ 6,784,171 $ (419,690 ) 7,203,861 41 Revenues of $5,057,094 for the three-months ended December 31, 2025, represent a 84% increase from revenues of $2,746,499 for the three-month period ended December 31, 2024. The increase was primarily attributable to the addition of stock locate fees which is a new revenue source and the participation in an at the market offering as a selling agent. Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC and a member in good standing of FINRA. Wilson-Davis is engaged principally in the over-the-counter, or “OTC,” markets in microcap securities. Microcap securities generally are issued by companies with low or “micro” capitalizations, meaning the total market capitalization value of the company’s stock is less than $250 million, which includes low-priced securities, or penny stocks, that trade for less than $5.00 per share and have a market capitalization of less than $50 million. Wilson-Davis also executes transactions in exchange-traded securities. It derives its revenue from the liquidation of restricted and control microcap securities; clearing transactions on behalf of an introducing broker-dealer on a fully disclosed basis; and trading in equity securities for its own account. It receives limited revenues from fully paid stock lending, stock locates and margin accounts. During its history, Wilson-Davis has underwritten at-the-market offerings for publicly traded companies, placed private offerings, sold mutual funds, introduced margin accounts cleared by other firms on a fully disclosed basis, and provided ancillary financial services. Total expenses of $7,512,416 for the three-months ended December 31, 2025, represent a 93% increase of $3,616,768 from total expenses of $3,895,648 for the three-month period ended December 31, 2024. The increase was primarily due to an increase in variable compensation related to the increase in revenue. Compensation, payroll taxes and benefits increased to $2,790,561 for the three-month period ended December 31, 2025, an increase of $1,210,379 from total expenses of $1,580,182 for the three-month period ended December 31, 2024. The increase was primarily due to increase in variable compensation related to the increase in revenue. Data processing and clearing costs increased to $967,778 for the three-month period ended December 31, 2025 compared to $629,733 for the three-month period ending December 31, 2024. The increase was additional expenses related to the stock locate revenue. Regulatory, professional fees and related expenses increased to $1,508,774 for the three-months ended December 31, 2025 compared to $1,107,762 in the three-month period ended December 31, 2024. The increase was primarily due a the approval of board compensation of $743,997 which was no present in the comparative three-month period ending December 31, 2024. Stock based compensation increased to $1,173,360 for the three-months ended December 31, 2025 as a result of the new employment agreement entered into with the executive officers. The expense incurred in the quarter ended December 31, 2025 is the portion over the service period of the granted stock based compensation. No such expense was present in the three-months period ended December 31, 2024. Other income of $9,435,507 for the three-month period ended December 31, 2025, represents a significant increase from $644,091 for the three-month period ended December 31, 2024. The increase was due to the changes in fair value of various financial instruments, which were settled in the three-month period ended December 31, 2025.The primary decrease is for $10,624,000 related to the change in the fair value of the earnout liability as a result of the delay in financing and closing of the Commercial Bancorp acquisition resulting in a reduction in the anticipated revenue, therefore reducing the estimated fair value of the earnout liability. Income tax of $196,014 for the three-months period ended December 31, 2025 increased from an income taxes benefit of $85,368 for the three-month period ended December 31, 2024. The increased tax of $281,382 is primarily due to changes in deferred tax liabilities and assets. The foregoing factors resulted in a net income of $6,784,171 for the three-month period ended December 31, 2025, compared to net loss of $419,690 for the three-month period ended December 31, 2024. The decrease was primarily due to the gain recognized from changes in fair value of the convertible notes that resulted from a change is valuation model as a result of the Company’s delay in financing and closing of the acquisition of Commercial Bancorp which resulted in the decrease in expected revenue, therefore reducing the value of the earnout liability by $10,624,000 during the three-month period ended December 31, 2025. 42 Comparison of the Six Months Ended December 31, 2025 Compared to the Six Months Ended December 31, 2024 Six Months Ended Six Months December 31, Ended 2025 2024 Changes REVENUES Commissions $ 5,432,090 $ 2,981,981 2,450,109 Vetting fees 723,550 722,984 566 Clearing fees 1,296,497 1,832,939 (536,442 ) Net gain/(loss) on firm trading accounts 205,458 3,956 201,502 Other revenue 1,650,089 8,721 1,641,368 TOTAL REVENUES 9,307,684 5,550,581 3,757,103 EXPENSES Compensation, payroll taxes and benefits 5,914,191 2,859,486 3,054,705 Data processing and clearing costs 1,552,028 1,241,379 310,649 Regulatory, professional fees and related expenses 1,759,347 2,203,581 (444,234 ) Stock compensation expense 1,328,771 — 1,328,771 Communications 409,122 278,843 130,279 Occupancy and equipment 82,701 108,432 (25,731 ) Transfer fees 88,499 91,507 (3,008 ) Bank charges 117,204 109,326 7,878 Bad debt (1,807 ) — (1,807 ) Intangible assets amortization 711,590 662,459 49,131 Other 678,598 85,819 592,779 TOTAL EXPENSES 12,640,244 7,640,832 4,999,412 LOSS FROM OPERATIONS (3,332,560 ) (2,090,251 ) (1,242,309 ) OTHER INCOME/(EXPENSE) Interest income 979,716 1,067,073 (87,357 ) Change in fair value of warrant liability derivative 1,788,131 184,594 1,603,537 Change in fair value, convertible note derivative 382,154 3,990,385 (3,608,231 ) Change in fair value, long-term and short-term note derivative 103,185 11,447,599 (11,344,414 ) Change in fair value of contingent guarantee — (839,775 ) 839,775 Change in fair value of secured convertible note (1,796,432 ) — (1,796,432 ) Change in fair value of Merger financing 63,696 (37,446 ) 101,142 Change in fair value of earnout liability 10,508,000 1,254,000 9,254,000 Change in fair value of Winston & Strawn agreement 1,799,545 (47,882 ) 1,847,427 Change in fair value of debenture derivative (231,002 ) 221,410 (452,412 ) Change in fair value of Tau agreement 334,549 (760,699 ) 1,095,248 Interest expense (4,212,126 ) (4,124,281 ) (87,845 ) TOTAL OTHER INCOME/(EXPENSE) 9,719,416 12,354,978 (2,635,562 ) Income before provision for income taxes 6,386,856 10,264,727 (3,877,871 ) Benefit (provision) for income taxes (42,979 ) 63,616 (106,595 ) Net income (loss) $ 6,343,877 $ 10,328,343 (3,984,466 ) 43 Revenues of $9,307,684 for the six-months ended December 31, 2025, represent a 68% increase from revenues of $5,550,581 for the six-month period ended December 31, 2024. The increase in revenue is primarily due to the addition of stock locate revenue and Wilson-Davis acting as a selling agent for an at the market offering. Wilson-Davis is a self-clearing correspondent securities broker-dealer registered with the SEC and a member in good standing of FINRA. Wilson-Davis is engaged principally in the over-the-counter, or “OTC,” markets in microcap securities. Microcap securities generally are issued by companies with low or “micro” capitalizations, meaning the total market capitalization value of the company’s stock is less than $250 million, which includes low-priced securities, or penny stocks, that trade for less than $5.00 per share and have a market capitalization of less than $50 million. Wilson-Davis also executes transactions in exchange-traded securities. It derives its revenue from the liquidation of restricted and control microcap securities; clearing transactions on behalf of an introducing broker-dealer on a fully disclosed basis; and trading in equity securities for its own account. It receives limited revenues from fully paid stock lending, stock locates and margin accounts. During its history, Wilson-Davis has underwritten at-the-market offerings for publicly traded companies, placed private offerings, sold mutual funds, introduced margin accounts cleared by other firms on a fully disclosed basis, and provided ancillary financial services. Total expenses of $12,640,244 for the six-months ended December 31, 2025, represent a 65% increase of $4,999,412 from total expenses from $7,640,832 for the six-month period ended December 31, 2024. The increase was primarily due to an increase in variable compensation related to the increase in revenue. Compensation, payroll taxes and benefits increased to $5,914,191 for the six-month period ended December 31, 2025, an increase of $3,054,705 from total expenses of $2,859,486 for the six-month period ended December 31, 2024. The increase was primarily due to increase in variable compensation related to the increase in revenue. Data processing and clearing costs increased to $1,552,028 for the six-month period ended December 31, 2025 compared to $1,241,379 for the six-month period ending December 31, 2024. The increase was due to additional expenses related to the stock locate line of business. Regulatory, professional fees and related expenses decreased to $1,759,347 for the six-months ended December 31, 2025 compared to $2,203,581 in the six-month period ended December 31, 2024. The decrease was primarily due a reduction in legal fees in the period ending December 31, 2025. Stock based compensation increased to $1,328,771 for the six-months ended December 31, 2025 as a result of the new employment agreement entered into with the executive officers. The expense incurred in the quarter ended December 31, 2025 is the pro rata portion over the service period of the granted stock based compensation. No such expense was present in the six-months period ended December 31, 2024. Other income of $9,719,416 for the six-month period ended December 31, 2025, represents a significant decrease from $12,354,978 for the six-month period ended December 31, 2024. The decrease was due to the changes in fair value of various financial instruments, which were settled in the six-month period ended December 31, 2025. The primary decrease is for $11,344,414 related to the change in the fair value of the short term and long term notes issued to the sellers of Wilson-Davis during the six-months ended December 31, 2024. During the year ended June 30,2025 the Company settled a substantial balance of the sellers’ notes, resulting in a significant decrease in the carrying balance of the derivative embedded in the sellers notes. In addition, during the six-months ended December 31, 2025 the remaining balance were converted into shares, resulting in the change in fair value of $103,185. Income tax of $42,979 for the six-months period ended December 31, 2025 increased from a from income tax benefit of $63,616 for the six-month period ended December 31, 2024. The increased income tax of $106,595 is primarily due to changes in deferred tax liabilities and assets. The foregoing factors resulted in a net income of $6,343,877 for the six-month period ended December 31, 2025, compared to net income of $10,328,343 for the six-month period ended December 31, 2024. The decrease was primarily due to the gain recognized from changes in fair value of the convertible notes that resulted from a change is valuation model as a result of the Company settled a substantial balance of the sellers’ notes, resulting in a significant decrease in the carrying balance of the derivative embedded in the sellers notes obligations during the six-month period ended December 31, 2025. 44 Liquidity and Capital Resources Cash used in operating activities for the six-month period ended December 31, 2025 was $1,001,804 as compared to cash provided by operating activities for the six-month period ended December 31, 2024 of $761,406. This was primarily affected by $998,924 in changes in operational assets and liabilities. Adjustment to net income primarily consisted of change in fair value related to various financial instruments as discussed above, resulting in an adjustment of $12,951,826, where the largest change in fair value was related to the revised revenue projection qualified under the Earnout liability, resulting in a decrease of $10,508,000. Further adjustments for the income was non-cash interest expense on convertible notes and other financial instruments of $4,132,383, amortization of intangible assets of $711,590 and stock based compensation of $1,328,771. Cash used for investing activities for the three-month period ended December 31, 2025 was $65,000 as compared to $125,000 for the six-month period ended December 31, 2024. This is primarily due to $65,000 in deposits made to extend the Commercial Bancorp acquisition agreement. The $125,000 of cash used for investing activities in the period ended December 31, 2024 represents cash payment towards the AtlasClear Platform. Cash provided by financing activities for the six-month period ended December 31, 2025 was $17,673,908 as compared to $513,381 for the six-month period ended December 31, 2024. This was primarily due to the $5,850,000 in cash proceed from the Equity SPA, $9,975,000 in cash proceeds under the restated SPA Secured Convertible Note, $4,700,000 in cash proceeds from the Convertible Notes, $490,000 in cash proceeds from the Debenture and $200,000 of good faith advance from Hanire Purchase Agreement less repayments of promissory notes of $462,592, repayment of Convertible Notes of $1,850,000 and payment of transaction cost under the Equity SPA of $1,228,500. During the six-month period ended December 31, 2024, the Company received $533,381 under the ELOC Agreement and repaid $20,000 in subordinated debt. Going Concern Consideration Historically, the Company has funded its operations primarily through the issuance of equity and debt securities. As of December 31, 2025, the Company had cash and cash equivalents of $23,080,646 and had experienced recurring operating losses. These factors previously raised substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of these financial statements. On October 8, 2025, the Company entered into (i) the Restated SPA with Funicular Funds, LP, pursuant to which the Company issued and sold the Restated Note for gross proceeds of $10.0 million, and (ii) the Equity SPA with certain institutional investors, including Funicular, pursuant to which the Company issued and sold Units at $0.60 per Unit for an aggregate sales price of $10.0 million (including $4.15 million converted from the Convertible Notes). The closings of these financings occurred between October 9 and October 14, 2025. Management believes that the total net proceeds from these financings, together with expected cash inflows from operations, will provide adequate liquidity to support the Company’s operating plan and meet its obligations for at least the next twelve months following the date of this filing. As a result, management has determined that substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Management continues to evaluate its operating plan, monitor cash flow requirements, and assess potential financing alternatives to support the Company’s long-term growth initiatives and capital requirements. Off-Balance Sheet Arrangements The Company has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. Contractual Obligations The Company holds several long-term debt obligations with outside vendors and investors, with loans maturing between 2025 and 2026 (see Notes 8 and 12 in the accompanying condensed consolidated financial statements). Additionally, the Company leases office space under several operating leases. The Company has no capital lease obligations. Further, there are no other outstanding long-term liabilities contractually obligated by the Company. 45 Critical Accounting Policies The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Derivative Liabilities We account for derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the derivative instruments’ 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 derivative instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the derivative instruments meet all of the requirements for equity classification under ASC 815, including whether the derivative instruments are indexed to our own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent quarterly period end date while financial instruments are outstanding. For issued or modified derivatives that meet all of the criteria for equity classification, the derivatives are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified derivatives that do not meet all the criteria for equity classification, the derivatives 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 derivatives are recognized as a non-cash gain or loss on the statements of operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not required for smaller reporting companies. Item 4. Controls and Procedures Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As of December 31, 2025, an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) was carried out by our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal quarter, our disclosure controls and procedures were not effective. Changes in Internal Control over Financial Reporting As a result of the business combination, the Company has incorporated changes in internal controls as it relates to the controls and procedures of Wilson-Davis. The Company has incorporated additional controls as necessary to enhance our control environment, such as continue to engage consultants or outside accounting firms in order to ensure proper accounting for our consolidated financial statements and ensure proper communication is maintained between officers and accountants. Except as discussed, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 46 PART II - OTHER INFORMATION Item 1. Legal Proceedings We are, from time to time, party to various legal proceedings arising in the ordinary course of business. We are currently not party to any litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material and adverse effect on our business, financial position or results of operations. Item 1A. Risk Factors Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report. Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities. Other than as previously disclosed in a current report on Form 8-K, none. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. 47 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc. (formerly Calculator New Pubco, Inc.) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on February 15, 2024). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on January 8, 2025). 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of AtlasClear Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on January 8, 2025). 3.4 Amended and Restated By-Laws of AtlasClear Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on February 15, 2024). 3.5 Amendment to the Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on December 27, 2024). 4.1 Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on October 14, 2025. 10.1 Amended and Restated Securities Purchase Agreement dated October 8, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on October 14, 2025). 10.2 Amended and Restated Secured Convertible Promissory Note dated October 8, 20252 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on October 14, 2025). 10.3 Securities Purchase Agreement dated October 8, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on October 14,2025). 10.4 Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41956), filed with the SEC on October 14,2025). 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document * Filed herewith. ** Furnished herewith. 48 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ATLASCLEAR HOLDINGS, INC. Date: February 13, 2026 By: /s/ John Schaible Name: John Schaible Title: Executive Chairman (Principal Executive Officer) Date: February 13, 2026 By: /s/ Sandip Patel Name: Sandip Patel Title: General Counsel and Chief Financial Officer (Principal Financial Officer) 49