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STOCKHOLDERS’ EQUITY (DEFICIT)
 12 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 12. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock — The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2026 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 with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2026 and June 30, 2025, there were 150,337,774 and 40,165,603, 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 “ATCHW” 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 year ended June 30, 2026, the Company issued 900,378 shares of Common Stock valued at the closing price on the date of issuance of $0.162 per share on September 17, 2025, $0.309 on April 20, 2026, resulting in compensation expense of $225,538.

 

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.

 

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 10 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 16,666,665 shares of Common Stock.

 

Refer to Note 10 for details regarding shares issued during the year ended June 30, 2026 and 2025.

 

Warrants—In connection with the Equity SPA, on October 8, 2025, the Company issued the Warrant Liability as discussed in Note 10 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.

 

Instruments Issued and Outstanding

 

●Investor Warrants: 16,666,668 warrants issued on October 8, 2025
   
  ● Placement Agent Warrants: 1,000,000 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
     
  ● As of June 30, 2026 there are a total of 32,468,960 warrants outstanding. During year ended June 30, 2026, the Company received three cashless warrant exercise notices from the Investor Warrant holders, resulting in 1,413,333 warrants exercised and the issuance of 4,214,127 shares of Common Stock valued at $1,094,669.

 

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 15 for discussion regarding the fair value disclosures.

 

The following is a roll forward of the warrants as of June 30, 2026 and 2025:

 

Warrant class  Beginning
Balance
June 30, 2025		   Issued   Exercised   Expired/Cancelled  

Ending

Balance

June 30, 2026

 
Investor warrants   —    16,666,668    (1,413,333)   —    15,253,335 
Placement Agent Warrants   —    1,000,000    —    —    1,000,000 
Public Warrants   10,062,500    —    —    —    10,062,500 
Private Warrants   5,553,125    —    —    —    5,553,125 
Secured Note Warrants   600,000    —    —    —    600,000 
Total   16,215,625    17,666,668    (1,413,333)   —    32,468,960