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

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 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 STATES FORM10-Q (MARK ONE) AtlasClear Holdings,Inc. company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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.☐ As of February 18, 2025, there were 1,200,711 shares of common stock, $0.0001 par value, issued and outstanding. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2024 TABLE OF CONTENTS Part I. Financial Information 3Item 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)6 PART I - FINANCIAL INFORMATION Earnout - liability11,044,00012,298,000Deferred income tax liability3,616,4865,245,886Subordinated borrowings1,930,0001,950,000 ATLASCLEAR HOLDINGS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AtlasClear Holdings, Inc. (formerly known as Calculator New Pubco, Inc.) (the “Company” or “AtlasClear Holdings”) is a Delawarecorporation and, prior to the Business Combination (defined below), was a direct, wholly-owned subsidiary of Quantum FinTechAcquisition Corporation (“Quantum”). Quantum was incorporated in Delaware on October 1, 2020. Quantum was a blank checkcompany formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certainBusiness Combination Agreement, dated November 16, 2022 (as amended, the “Business Combination Agreement”), by and amongthe Company, Quantum, Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant(“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“MergerSub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“AtlasFinTech”) and Robert McBey. The transactions consummated as a result of the Business Combination Agreement are hereinafterreferred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), theCompany changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings, Inc.” As a result, the operation history of On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and MasterServices Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear purchased a proprietary trading platformwith clearing and settlement capabilities that will be developed by Pacsquare, including certain software and source code (the AtlasClear Holdings’ goal is to build a cutting-edge technology enabled financial services firm that would create a more efficientplatform for trading, clearing, settlement and banking, with evolving and innovative financial products that focus on financial servicesfirms. AtlasClear Holdings is a fintech driven business-to-business platform that expects to power innovation in fintech, investing, and AtlasClear does not meet th