Dilution profile // every instrument, one screen, from SEC filings

AtlasClear Holdings, Inc. (ATCH)

CIK 1963088 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$125M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 1% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+1107% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOWoperating cash flow positive
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-04-152026-05-07

Latest: 150.3M shares as of May 7, 2026 (10-Q). Share count fell from 23.3M to 1.2M between Nov 15, 2024 and Feb 18, 2025, a pattern consistent with a reverse split (roughly 1-for-19); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Two Thousand Twenty Five Warrantnot tagged$0.755y

Tranches exactly as the company dimensioned them in its 10-Q filed May 13, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 1.4M underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $0.6 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $32.5M as of Mar 31, 2026.

Rough fully diluted estimate: 151.8M = 150.3M O/S + 1.4M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Promissory Notes$6.0Mnot tagged11%
Funicular Note$6.0M$97,782$0.1511%~40.0M sh
Series A Convertible Debentures$362,067$0.1510%~2.4M sh
Chardan Notenot tagged$0not tagged
Secured Convertible Notenot tagged$0.75
Chardan Capital Markets LLCnot tagged$0.16
Jones Trading Notenot tagged$213%
Interest Solutions Notenot tagged$213%

If every note above converted at its tagged price: ~42.4M new shares on 150.3M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 13, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding150.3MMay 7, 2026
+ Warrants (aggregate, as tagged) (if exercised)1.4MMar 31, 2026
+ Funicular Note (if fully converted)40.0MOct 8, 2025
+ Series A Convertible Debentures (if fully converted)2.4MMar 31, 2026
Fully diluted estimate194.2M+29.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $124.8Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jun 8, 2026$108.6M registeredfiling →
S-1Nov 7, 2025$16.3M registeredfiling →
S-1Dec 31, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 4 executed · 3 registered.

EFFECTIVEJun 17, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJun 8, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDFeb 10, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEDec 5, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 26, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDNov 7, 2025S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDOct 14, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDSep 25, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDSep 17, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEMar 6, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMar 5, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDMar 3, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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