AtlasClear Holdings Inc 2026年季度报告

FORM 10-Q (MARK ONE) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended December 31, 2025 or For the transition period from _________ to _________ Commission File Number: 001-41956 AtlasClear Holdings, Inc. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the 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 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 Section 13(a) of the Exchange Act.☐ As of February 10, 2026, there were 149,692,496 shares of Common Stock, $0.0001 par value, issued and outstanding. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2025 TABLE OF CONTENTSPagePart I. Financial Information3Item 1. Interim Consolidated Financial Statements3Condensed Consolidated Balance sheet as of December 31, 2025 (unaudited) and June 30, 20253Condensed Consolidated Statements of Operations for the three and six-months ended December 31, 2025 and 2024(Unaudited)4Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six-months endedDecember 31, 2025 and 2024 (Unaudited)5Condensed Consolidated Statements of Cash Flows for the six-months ended December 31, 2025 and 2024 (Unaudited)7Notes to Condensed consolidated financial Statements (Unaudited)9Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 3. Quantitative and Qualitative Disclosures About Market Risk46Item 4. Controls and Procedures46Part II. Other Information47Item 1. Legal Proceedings47Item 1A. Risk Factors47Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities47Item 3. Defaults Upon Senior Securities47Item 4. Mine Safety Disclosures47Item 5. Other Information47Item 6. Exhibits48Signatures492 NOTE 1. 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 transactions pursuant to that certain Business CombinationAgreement dated November 16, 2022 (as amended, the “Business Combination Agreement”), among the Company, Quantum, AtlasFinTech Holdings Corp. (“Atlas FinTech”) and certain other parties. The transactions consummated as a result of the BusinessCombination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of theBusiness Combination (the “Closing”), the Company changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings,Inc.” As a result, the operating history of Quantum survived the Business Combination. Pursuant to the Business Combination 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 is building a cutting-edge technology enabled financial services firm that would create a more efficient platformfor trading, clearing, settlement and banking, with evolving and innovative financial products that focus on financial services firms.AtlasClear Holdings is a fintech driven business-to-business platform that seeks to power innovation in fintech, investing, and trading. Wilson-Davis is a securities broker and dealer, dealing in over-the-counter and listed securities. Wilson-Davis is registered with theSecurities and Exchange Commission (the “SEC”) and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Revenue is derived principally from Wilson-Davis’ operations in three areas: commission revenue, fee revenue and interest revenue. Wilson-Davi