Amendment: SEC Form SCHEDULE 13D/A filed by AtlasClear Holdings Inc.
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Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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AtlasClear Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
128745106 (CUSIP Number) |
Atlas FinTech Holdings Corp. 4030 Henderson Blvd.,, Suite 712 Tampa, FL, 33629 (727) 446-6660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/23/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 128745106 |
| 1 |
Name of reporting person
Atlas FinTech Holdings Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
126,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.69 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, OO |
SCHEDULE 13D
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| CUSIP No. | 128745106 |
| 1 |
Name of reporting person
AtlasBanc Holdings Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
47,027.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.63 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
AtlasClear Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4030 Henderson Blvd., Suite 712, Tampa,
FLORIDA
, 33629. | |
Item 1 Comment:
The following constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 2 amends the prior Schedule 13D's as specifically set forth below. All amounts set forth in this Amendment No. 2 to Scheduled 13D are adjusted to reflect a 60-1 reverse stock split of the Issuers' Common Stock effective as of January 2, 2025. All other Items are unchanged. | ||
| Item 4. | Purpose of Transaction | |
During the time period between April 3, 2024 and July 29, 2024 Atlas FinTech advanced the Issuer 19,727 registered shares of Common Stock it received in the Business Combination at a weighted average price of $51.72 per share to assist the Issuer in delivering unrestricted shares of Common Stock to satisfy accrued interest obligations to third party convertible noteholders. On August 23, 2024 the Issuer returned 22,292 restricted shares of Common Stock to Atlas FinTech to satisfy the previous advances of unrestricted Common Stock to satisfy the accrued interest obligations to convertible noteholders, as described above.
On August 23, 2024, the Issuer issued to Atlas FinTech 46,471 shares of restricted Common Stock at a price of $17.29 per share to satisfy approximately $803,000 of previous cash advances by Atlas FinTech to the Issuer to cover costs and expenses associated with the Business Combination.
During the time period November 18th and 19th, 2024 Atlas FinTech sold 8,333 shares of the Issuer's Common Stock in the open market at an average sales price of $15.20 per share, generating $126,667 in sale proceeds, which it advanced to the Issuer to pay costs and expenses associated with the Business Combination.
On January 22, 2025, the Issuer issued 27,282 shares of restricted Common Stock to Atlas FinTech in consideration and satisfaction of $126,667 of funds previously advanced to the Issuer by Atlas FinTech, as described above.
As a result of these transactions, the Reporting Persons currently own 126,151 shares of the Issuer's Common Stock as of the date of this Amendment No. 2 to Scheduled 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Atlas FinTech has beneficial ownership of 126,151 shares of Common Stock or 19.27% of the Common Stock of the Issuer based upon 654,635 shares of Common Stock outstanding as of February 28, 2025.
AtlasBanc holds a 37.3% ownership interest in Atlas FinTech but has the sole power to vote or direct the vote of 47,027 or 7.18% of the shares of Common Stock outstanding as of February 28, 2025. | |
| (b) | Atlas FinTech has beneficial ownership of 126,151 shares of Common Stock or 19.27% of the Common Stock of the Issuer based upon 654,635 shares of Common Stock outstanding as of February 28, 2025.
AtlasBanc holds a 37.3% ownership interest in Atlas FinTech but has the sole power to vote or direct the vote of 47,027 or 7.18% of the shares of Common Stock outstanding as of February 28, 2025. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Joint Filing Agreement among the Reporting Persons, dated April 4, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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