AtlasClear Holdings Inc 2024年度报告

AtlasClear Holdings,Inc. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 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 past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Largeacceleratedfiler☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity waslast sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of December 31, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the registrant’s common stock Market Value held bynon-affiliates was $5,346,000. As of September 25, 2025, there were 126,819,145 shares of our Common Stock issued and outstanding, par value $0.0001 per share. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PagePart I2Item 1.Business2Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity37Item 2.Properties38Item 3.Legal Proceedings38Item 4.Mine Safety Disclosures38Part II39Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities39Item 6.[Reserved]39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 7A.Quantitative and Qualitative Disclosures About Market Risk52Item 8.Financial Statements and Supplementary Data52Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure52Item 9A.Controls and Procedures52Item 9B.Other Information53Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections53Part III54Item 10.Directors, Executive Officers and Corporate Governance54Item 11.Executive Compensation58Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters60Item 13.Certain Relationships and Related Transactions, and Director Independence61Item 14.Principal Accountant Fees and Services62Part IV63Item 15.Exhibits and Financial Statement Schedules63Item 16.Form 10-K Summary68Signature Page69 Table of Contents Unless the context otherwise requires, throughout this Annual Report on Form 10-K (“Annual Report”), thewords “ATCH,” “we,” “us,” “AtlasClear Holdings,” or the “Company” refer to AtlasClear Holdings, Inc. and itssubsidiaries (as applicable). CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Annual Report and some of the information incorporated herein by reference includes forward-lookingstatements regarding, among other things, our plans, strategies and prospects, both business and financial. Thesestatements are based on the beliefs and assumptions of our management. Although we believe that our plans,intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannotassure you that we will a