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AtlasClear Holdings, Inc. March 2025 Stockholder Update

Published 11 hours ago via Business Wire

AtlasClear Holdings, Inc. (“AtlasClear Holdings” or the “Company”) (NYSEAMEX: ATCH), which plans to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking of evolving and innovative financial products with a focus on the small and middle market financial services firms, today provided this letter to stockholders from its Executive Chairman.

Dear Valued Stockholders,

As Executive Chairman of AtlasClear Holdings, I am pleased to respond to numerous requests for an update in relation to the high level of stock volatility and very high volumes we have witnessed throughout last week’s trading. Following our recently filed Form 10-Q, we issued a press release on February 21st, 2025, after the market close, more simply describing the Calendar Year 2024 results of our wholly owned subsidiary, Wilson Davis & Company, on a Non-GAAP, stand-alone basis. As stated in our press release, on a subsidiary-level, stand-alone, non-GAAP basis, Wilson Davis & Company’s Calendar Year 2024 revenues exceeded $13.2 million and Net Income exceeded $1.75 million.

On the following Monday, February 24th, 2025, we believe that in reaction to these numbers, our stock “ATCH” traded over 145,000,000 shares and hit highs reflecting more than a 400% increase in value the same day. Wednesday, February 26, 2025, the stock traded over 18,500,000 shares and ranged between $2.80-$7.25 per share, closing at $2.82 per share.

As we will clarify specifically in our next Form 10-Q, this heavy volatility and high volumes have been beneficial to the Company’s balance sheet. Following our 1 for 60 reverse split effective December 31, 2024, the Company had just over 387,000 shares outstanding. Primarily over the last trading week, through conversions of the convertible notes, the number of outstanding shares as of the close on Friday, February 28th, grew to over 3,320,000 shares, which was an increase of over 740% in shares outstanding (reflecting conversion of at least 10% of our 12/31/24 convertible debt carried), which reduced our debt significantly and reflected an increase in market capitalization over 800% to just over $10,700,0000 as of February 28, 2025.

We continue to work with our announced investment partner, Hanire, LLC (“Hanire”), to complete the first tranche of its proposed investment. To supplement its capital strategies, the Company will begin a non-deal roadshow to further educate the market about the value we believe ATCH represents. Finally, we recently filed an amendment to our registration statement, which includes shares issuable to Tau Investment Partners LLC pursuant to an equity line of credit, intended to reinforce the Company’s access to additional capital.

We are excited about how beneficial the recent trading activity has proven for our Company, the expected delivery of our first investment tranche from Hanire, LLC, and the performance of our subsidiary operationally, Wilson-Davis, especially based on our expectations for the Company performance in Q1 of Calendar 2025. We believe that we have an undervalued Company with an ability to grow significantly as we move forward.

For more information, please visit our website at www.atlasclear.com and click on our “Investor” tab.

Sincerely,

John M. Schaible

Executive Chairman

AtlasClear Holdings, Inc.

Cautionary Note Regarding Forward Looking Statements

This Shareholder Letter contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” and similar words. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) the closing of all or any portion of the investment from Hanire or any other potential financings, (ii) AtlasClear Holdings’ expectations regarding the benefits of the investment from Hanire, including its ability to allow AtlasClear Holdings to accomplish a number of its strategic goals, achieve profitability, deliver the capital needed for its proposed bank acquisition upon approval, solidify its capital foundation, reduce potential dilution, and position the Company to maximize long-term stockholder value, (iii) AtlasClear Holdings’ expectations as to future operational results or valuation, (v) AtlasClear Holdings’ anticipated growth strategy, including expected acquisitions and its intended primary focus on introducing broker dealers, (vi) AtlasClear’s beliefs regarding future regulations and their impact on the Company, (vii) AtlasClear’s beliefs regarding the future of the crypto and digital assets markets; and (viii) the financial technology of AtlasClear Holdings. These forward-looking statements are based on the current beliefs and expectations of our management team and involve risks, potential changes in circumstances, assumptions, and uncertainties, including risks related to any failure by Hanire to deliver the tranches of capital on the anticipated schedule, or at all; any failure by the Company to meet the milestones required to receive the tranches of capital on a timely basis, or at all; failure of the Company to realize the anticipated benefits of the investment of capital, such as achieving profitability, delivering the capital needed for its proposed bank acquisition upon approval, solidifying its capital foundation, reducing potential dilution, and positioning the Company to maximize long-term stockholder value; failure by AtlasClear Holdings to satisfy the closing conditions to any of the tranches of capital; inability of regulatory changes, if any are enacted, to favorably impact the Company; poor performance or lack of growth in crypto and digital assets generally; the Company’s inability to accurately predict regulatory developments and developments in the crypto and digital asset markets; the Company’s ability to successfully introduce its new products, gain market acceptance for these products, and achieve profitability by marketing and selling these products. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this Stockholder Letter.

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