AtlasClear Holdings Inc美股招股说明书(2025-02-21版)

PROSPECTUS SUPPLEMENT NO. 2 ATLASCLEAR HOLDINGS, INC.UP TO 77,577,099 SHARES OF COMMON STOCK(1,292,952 SHARES OF COMMON STOCK ON A POST-SPLIT BASIS) This prospectus supplement amendsthe prospectus dated August 9, 2024 (as supplemented to date, the “Prospectus”) ofAtlasClear Holdings, Inc., a Delaware corporation (the “Company”), which forms a part of the Company’s Registration Statement onForm S-1, as amended (No. 333-279390). This prospectus supplement is being filed to update and supplement the informationincluded or incorporated by reference in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for thequarterly period ended December 31, 2024, filed with the SEC on February 19, 2025, as set forth below.This prospectus supplementshould be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. Shares of our common stock are listed on the NYSE American LLC (“NYSE”) under the symbol “ATCH”. On February 20, 2025,the closing price of our common stock was $2.39. Investing in the Company’s common stock involves risks. See “Risk Factors” beginning on page 22 of the Prospectus andunder similar headings in any amendments or supplements to the Prospectus. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 2 is February 21, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterlyperiod ended December 31, 2024 or Commission File Number: 001-41956 AtlasClear Holdings,Inc. (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant 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 smallerreporting 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. Largeacceleratedfiler☐ Non-accelerated filer☒ Emerginggrowthcompany☒If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of February 18, 2025, there were 1,200,711 shares of common stock, $0.0001 par value, issued and outstanding. ATLASCLEAR HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2024 TABLE OF CONTENTS Part I. Financial Information3Item 1. Interim Consolidated Financial Statements3Condensed Consolidated Balance sheet as of December 31, 2024 (unaudited) and June 30, 20243Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2024 and 2023(Unaudited)4Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended December 31,2024 and 2023 (Unaudited)5Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (Unaudited)6Notes to Condensed consolidated financial Statements (Unaudited)8Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 3. Quantitative and Qualitative Disclosures About Market Risk49Item 4. Controls and Procedures49Part II. Other Information50Item 1. Legal Proceedings50Item 1A. Risk Factors50Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities50Item 3. Defaults Upon Senior Securities50Item 4. Mine Safety Disclosures50Item 5. Other Information51Item 6. Exhibits52Signatures53 PART I - FINANCIAL INFORMATION ATLASCLEAR HOLDINGS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS Earnout - liability11,044,00012,298,000Deferred income tax liability3,616,4865,245,886Subordinated borrowings1,930,0001,950,000Trading account deposit100,000100,000Long-term lease liability128,164182,729TOTAL LIABILITIES79,211,36795,575,437 ATLASCL