STOCKHOLDERS’ DEFICIT |
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||||||||||
| STOCKHOLDERS’ DEFICIT | NOTE 11. STOCKHOLDERS’ DEFICIT
Preferred Stock — The Company is authorized to issue 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 March 31, 2026 and June 30, 2025, there were shares of Preferred Stock issued or outstanding.
Common stock — The Company is authorized to issue shares of Common Stock. Holders of the Company’s Common Stock are entitled to one vote for each share. At March 31, 2026 and June 30, 2025, there were and 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 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 $ for a total value of $169,920.
On August 11, 2025, the Company issued 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 nine-months period ended March 31, 2026, the Company issued shares of Common Stock valued at the closing price on the date of issuance of $ 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 shares of Common Stock at a conversion price of $ in full settlement of $275,000 in principal and $49,462 of accrued interest.
On October 13, 2025, the Company and a vendor entered into a settlement agreement and release, whereas the Company agreed to issue shares of Common Stock in settlement of $34,000 of a vendor payable balance.
On October 13, 2025, the Company issued 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 9 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 shares of Common Stock.
Refer to Notes 7 and 9 for details regarding shares issued during the three and nine-months ended March 31, 2026 and 2025.
Warrants—In connection with the Equity SPA, on October 8, 2025, the Company issued the 2025 Warrants as discussed in Note 9 above. 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.
ATLASCLEAR HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2026 (Unaudited)
Instruments Issued and Outstanding
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 13 for discussion regarding the fair value disclosures.
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