Form 8-K

8-K — AtlasClear Holdings, Inc.

Accession: 0001493152-26-022783

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001963088

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): May 13, 2026

AtlasClear

Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41956

92-2303797

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2203

Lois Ave., Ste. 814

Tampa,

33607

(Address

of principal executive offices)

(Zip

Code)

(727)

446-6660

(Registrant’s telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

ATCH

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

May 13, 2026, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results for the

fiscal quarter and nine months ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated

herein by reference.

This

information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as

shall be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

Exhibit

Description of Exhibit

99.1

Press release dated May 13, 2026.

104

Cover page interactive data file (embedded within the Inline

XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

ATLASCLEAR

HOLDINGS, INC.

Date:

May 13, 2026

/s/

John Schaible

Name:

John

Schaible

Title:

Executive

Chairman

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

AtlasClear

Holdings, Inc. Reports Fiscal Third Quarter 2026 Results

-Third

Quarter Revenue Increased 65% Year-over-Year to $4.2 Million-

-Fiscal

Year-to-Date Revenue Increased 67% to $13.5 Million-

-Legacy

De-SPAC Liabilities Reduced by More Than 95% Since Fiscal Year-End 2024-

-Stockholders’

Equity Improved to $22.3 Million from a $(6.8) Million Deficit at Fiscal Year-End-

-Stock

Locate and Securities Lending Revenue Reached $3.0 Million Fiscal Year-to-Date-

-Five

Correspondent Relationships Signed or Actively Onboarding-

-Earnings

Conference Call Scheduled for Thursday, May 14, 2026, at 8:30 AM ET-

TAMPA,

Fla., May 13, 2026 (GLOBE NEWSWIRE) — AtlasClear Holdings, Inc. (“AtlasClear” or the “Company”) (NYSE American:

ATCH), a technology-enabled financial services platform modernizing trading, clearing, settlement, and banking infrastructure, today

announced financial results for its fiscal third quarter ended March 31, 2026.

Fiscal

Third Quarter 2026 Financial Highlights:

(Quarter

Ended March 31, 2026)

● Revenue

for the quarter increased 65% year-over-year to $4.2 million, compared to $2.5 million in

the prior-year quarter.

● Revenue

for the nine months ended March 31, 2026, increased 67% to $13.5 million, compared to $8.1

million in the prior-year period.

● Fiscal

year-to-date net income of $4.4 million, or $0.05 per diluted share, compared to a net loss

per share of $(0.02) in the prior-year nine-month period.

● Stock

locate and securities lending revenue totaled $1.4 million in the quarter and $3.0 million

year-to-date, compared to effectively zero in the comparable prior-year periods.

● Legacy

de-SPAC liabilities reduced by more than 95% since fiscal year-end 2024, from approximately

$34 million in aggregate to under $1 million.

● Stockholders’

equity increased to $22.3 million as of March 31, 2026, compared to a deficit of $(6.8) million

as of June 30, 2025.

● Total

liabilities declined approximately $16 million from fiscal year-end 2025.

● Cash

and cash equivalents totaled $16.7 million; total cash including segregated customer and

PAB reserve cash totaled approximately $41.2 million.

● Wilson-Davis

& Co., Inc. ended the quarter with net capital of approximately $15.2 million, approximately

50% higher than at the time of the Company’s acquisition of Wilson-Davis in early 2024.

Management

Commentary:

“This

quarter marks AtlasClear’s clearest demonstration yet that the platform we set out to build is taking commercial shape,”

said John Schaible, Executive Chairman of AtlasClear. “AtlasClear has moved from balance sheet repair to operational scaling, and

the pending acquisitions are intended to expand the Company’s earnings capacity, operating leverage, and service capabilities across

clearing, capital markets, and banking. The pieces are increasingly coming together. The next phase is execution.”

“Wilson-Davis

is performing, and the correspondent pipeline is the leading indicator of where the business is heading,” said Craig Ridenhour,

President of AtlasClear. “Securities lending has gone from immaterial to a $3.0 million year-to-date contributor on the back of

deliberate operational build-out. We expect that combination of execution and pipeline to define the next several quarters.”

Operational

and Strategic Highlights:

During

and following the quarter, AtlasClear continued executing on its strategy to build an integrated financial services platform combining

clearing, capital markets, and banking capabilities.

Key

strategic developments included:

● Signed

or actively onboarding five correspondent clearing relationships, with additional relationships

in late-stage development.

● Submitted

formal application to the Federal Reserve and Wyoming Division of Banking for the proposed

acquisition of Commercial Bancorp of Wyoming.

● Executed

Letter of Intent to acquire Ark Financial Services and its broker-dealer subsidiary, Dawson

James Securities, with the transaction structured in two steps to accommodate FINRA requirements.

● Continued

expansion of securities lending and stock locate operations, leveraging Wilson-Davis’s

correspondent-clearing capability.

● Continued

investment in operational infrastructure, compliance, technology systems, and personnel to

support scaling.

Balance

Sheet and Capital Structure Progress:

The

Company made substantial progress repairing its balance sheet and resolving legacy obligations from the de-SPAC transaction. Total assets

increased to $73.9 million, while stockholders’ equity improved by $29.1 million over nine months to $22.3 million. Fiscal year-to-date

interest expense declined 33% to $4.6 million from $6.9 million in the prior-year period, reflecting the Company’s debt reduction

actions. The $20 million structured capital raise completed in October, combined with current liquidity, supports continued execution

on operational and strategic growth initiatives without near-term equity dilution.

Management

believes the Company’s strengthened balance sheet and liquidity profile position AtlasClear to continue executing its operational

and strategic growth initiatives.

Earnings

Conference Call Information:

Date:

Thursday, May 14, 2026

Time: 8:30 AM Eastern Time

Webcast:

https://viavid.webcasts.com/starthere.jsp?ei=1763076&tp_key=54dd59e2e8

Participant

Dial-In:

1-877-407-0752 or 1-201-389-0912

Call

me™ Link: https://callme.viavid.com/viavid/?callme=true&passcode=13756265&h=true&info=company&r=true&B=6

Telephone

Replay:

1-844-512-2921 or 1-412-317-6671

Access ID: 13760588

Replay Available Through: May 28, 2026, at 11:59 PM ET

About

AtlasClear Holdings, Inc.

AtlasClear

Holdings, Inc. (NYSE American: ATCH) is building a technology-enabled financial services platform designed for trading, clearing, settlement,

and banking for emerging financial institutions and fintechs. Through its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent

broker-dealer registered with the SEC and FINRA, and its pending acquisition of Commercial Bancorp of Wyoming, AtlasClear seeks to deliver

a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information,

stay up to date on AtlasClear’s platform strategy and market perspective, subscribe to the Company’s YouTube channel

and watch the Clearing the View by AtlasClear video series.

Forward-Looking

Statements

This

communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended,

that reflect AtlasClear Holdings’ current views with respect to, among other things, its future operations and financial performance.

Forward-looking statements in this communication may be identified by the use of words such as “anticipate,” “assume,”

“believe,” “continue,” “could,” “estimate,” “expect,” “future,”

“intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,”

“seek,” “should,” “target,” “will,” “would,” and similar expressions.

Forward-looking

statements include, but are not limited to, statements regarding expected future growth, correspondent onboarding activity, strategic

initiatives, the proposed acquisitions of Commercial Bancorp of Wyoming and Dawson James Securities, future financial performance, future

capital markets activity, and the Company’s ability to execute on its business strategy. These statements are based on current

expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company’s control. Actual

results may differ materially from those anticipated.

For

additional information regarding risks and uncertainties, please refer to the Company’s filings with the Securities and Exchange

Commission, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. AtlasClear undertakes no obligation to

update or revise forward-looking statements, except as required by law.

Company

Contact:

AtlasClear Holdings, Inc.

Email: AtlasClearIR@atlasclear.com

Investor

Relations Contact:

Jeff Ramson, CEO

PCG Advisory, Inc.

Email: jramson@pcgadvisory.com

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