Form 8-K

8-K — AtlasClear Holdings, Inc.

Accession: 0001493152-26-044145

Filed: 2026-09-24

Period: 2026-09-23

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): September 23, 2026

AtlasClear

Holdings, Inc.

(Exact name of registrant as specified

in its charter)

Delaware

001-41956

92-2303797

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4350

West Cypress Street, Suite 270

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.

September 23, 2026, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results

for the fiscal year ended June 30, 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

No.

Description

99.1

Press release dated September 23, 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:

September 24, 2026

/s/

Sandip Patel

Name:

Sandip Patel

Title:

Chief Financial Officer and

General Counsel

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

AtlasClear

Holdings, Inc. Reports Fiscal Year 2026 Results

-Fiscal

2026 Revenue Increased 85% to $20.1 Million-

-Stock

Locate Revenue Grew to $6.8 Million from $0.3 Million; Non-Commission Sources Reached 54% of Total Revenue-

-Second

Consecutive Year of Positive GAAP Net Income of $2.0 Million, Including Non-Cash Fair-Value Gains-

-Cash

More Than Doubled to $15.4 Million; Stockholders’ Equity Improved to $21.1 Million from a $(6.8) Million Deficit-

-AtlasClearing

Net Capital Increased 29% to $14.4 Million-

-Five

New Correspondent Broker-Dealers Signed; a Sixth signed after year-end-

-Fiscal

2026 Growth Achieved Without At-the-Market or Equity Line Financing-

-Earnings

Conference Call Scheduled for Thursday, September 24, 2026, at 8:30 a.m. E.T.-

TAMPA,

Fla., Sept. 23, 2026 (GLOBE NEWSWIRE) — AtlasClear Holdings, Inc. (NYSE American: ATCH) (“AtlasClear” or the “Company”),

a company building regulated financial infrastructure for smaller institutions, fintechs and advisors, today announced financial results

for its fiscal year ended June 30, 2026. Results include those of the Company’s wholly owned correspondent clearing subsidiary,

AtlasClearing, Inc. (formerly Wilson-Davis & Co., Inc.) (“AtlasClearing”).

Fiscal

Year 2026 Financial Highlights:

(Fiscal

Year Ended June 30, 2026)

●

Total

revenue increased 85% to $20.1 million, compared to $10.9 million in fiscal 2025.

●

Total

revenue plus interest income, a non-GAAP measure, increased approximately 70% to $21.9 million, compared to approximately $12.9 million

in fiscal 2025. A reconciliation to the most directly comparable GAAP measure is included below.

●

Commission

revenue increased 56% to $9.3 million, compared to $5.9 million. Stock locate revenue grew to $6.8 million from approximately $0.3

million and represented approximately 34% of total revenue.

●

Sources

other than commissions accounted for approximately 54% of total revenue, compared to approximately 45% in fiscal 2025.

●

Loss

from operations was $9.8 million, compared to $4.9 million in fiscal 2025, as higher activity drove increased variable compensation,

data processing, clearing and stock locate costs. The year also included $3.6 million of non-cash stock-based compensation related

to executive employment agreements entered into in September 2025.

●

Net

income was $2.0 million, or $0.02 per basic and diluted share, the Company’s second consecutive year of positive GAAP net income,

compared to net income of $5.8 million, or $0.96 per share, in fiscal 2025. Fiscal 2026 net income includes substantial non-cash

fair-value gains related to warrant, earnout and other derivative liabilities, most notably an $11.1 million gain on the earnout

liability.

●

Cash

and cash equivalents totaled $15.4 million, more than double the $7.5 million reported at June 30, 2025.

●

Stockholders’

equity improved to $21.1 million from a deficit of $(6.8) million at June 30, 2025. Total assets increased to $71.2 million from

$60.9 million, and total liabilities declined approximately $17.6 million to approximately $50.1 million.

●

AtlasClearing’s

net capital increased 29% to $14.4 million, approximately $14.1 million above its minimum requirement and well above the $10 million

excess net capital threshold that the National Securities Clearing Corporation (NSCC) requires of firms that clear for introducing

brokers.

●

The

Company signed clearing agreements with six new correspondent broker-dealers. Fiscal 2026 results include no meaningful revenue from

these relationships.

●

The

Company did not use an at-the-market program or equity line during fiscal 2026.

●

Management

concluded that substantial doubt about the Company’s ability to continue as a going concern had been alleviated, and that internal

control over financial reporting was effective as of June 30, 2026 following remediation of the previously reported material weakness.

Management

Commentary:

“Fiscal

2026 was a breakout year for AtlasClear,” said John Schaible, Executive Chairman of AtlasClear. “Revenue increased 85%, more

than half of it now comes from sources other than commissions, and we achieved that growth without an at-the-market program or an equity

line. We reported positive GAAP net income for the second consecutive year, and we want investors to have a clear view of both the reported

results and the operating investments behind them: the GAAP result includes substantial non-cash fair-value gains, while at the operating

level we invested in a business that is scaling quickly. We believe the platform we have been building is beginning to deliver meaningful

scale.”

“Fiscal

2026 was a year of strong execution at AtlasClearing,” said Craig Ridenhour, President of AtlasClear. “Commissions grew 56%,

stock locate went from approximately $0.3 million to $6.8 million, and net capital finished the year up 29%. We have signed six new correspondent

broker-dealers, and none of their revenue is meaningfully reflected in these results. As they come online, the customer assets and trading

activity they bring should help us scale our stock loan business and create additional sources of interest income, and we expect to support

that growth with the platform and team already in place, with only incremental additional expense.”

Operational

and Strategic Highlights:

●

Correspondent

clearing: AtlasClearing has signed clearing agreements with six new correspondent broker-dealers, the sixth of which was executed

in September 2026, following fiscal year-end. These firms are in various stages of onboarding and conversion, and the Company expects

them to begin contributing to results as they come online during fiscal 2027.

●

Stock

loan and interest income: The customer assets and trading activity brought by these correspondents are expected to help scale

the Company’s stock loan business and create additional sources of interest income, including income from margin balances,

customer cash and securities lending.

●

Bank

acquisition: The Company remains committed to its planned acquisition of Commercial Bancorp of Wyoming, the parent company of

Farmers State Bank. As disclosed in the Company’s Annual Report on Form 10-K, the parties withdrew the pending regulatory applications

and expect to refile them at an appropriate time. The transaction remains subject to regulatory approval and other customary closing

conditions. The Company continues to view the combination of the bank and AtlasClearing as a cornerstone of its strategy to build

an integrated trading, clearing, settlement and banking platform.

●

Additional

strategic opportunities: The Company is evaluating further strategic opportunities, including Ark Financial Services, Inc., the

holding company of Dawson James Securities, Inc., and the previously announced acquisition of an institutional digital asset business.

Both remain subject to non-binding letters of intent, due diligence, board approvals, definitive agreements and other closing conditions.

Fiscal

Year 2026 Financial Results:

Revenue.

Total revenue for fiscal 2026 was $20.1 million, an increase of 85% from $10.9 million in fiscal 2025. Commission revenue increased 56%

to $9.3 million from $5.9 million, and stock locate fees increased to $6.8 million from $0.3 million. Clearing fees were $2.1 million,

compared with $3.2 million, and vetting fees were $1.4 million, broadly consistent with $1.5 million a year ago. Net gains on firm trading

accounts increased to $0.5 million from less than $0.1 million, and other revenue was $65,000.

Expenses

and operating results. Total expenses were $29.8 million, compared with $15.8 million in fiscal 2025. Compensation, payroll taxes

and benefits increased 91% to $11.7 million from $6.2 million, primarily because of higher variable compensation associated with revenue

growth. Separately, the Company recorded $3.6 million of non-cash stock-based compensation related to executive employment agreements

entered into in September 2025, with no comparable expense in fiscal 2025. Data processing and clearing costs increased 98% to $4.2 million

from $2.1 million, generally in line with the higher level of activity. The Company also recorded $0.8 million of stock locate expense

and $0.7 million of Loanet expense, both new cost categories associated with the growth of the stock locate business. Regulatory, professional

and related expenses increased 17% to $4.9 million from $4.1 million, primarily reflecting professional fees related to the Commercial

Bancorp negotiations and additional consulting support. Loss from operations was $9.8 million, compared with $4.9 million in fiscal 2025.

Other

income and net income. Total other income was $11.5 million, compared with $10.4 million a year ago. The principal items included

non-cash gains of $11.1 million from the change in fair value of the earnout liability, $1.8 million related to the Winston & Strawn

agreement, $1.7 million from the change in fair value of warrant liabilities, and $0.4 million from the change in fair value of the convertible-note

derivative, partially offset by $5.1 million of interest expense and a $570,000 loss on settlement of the Winston & Strawn agreement.

Income before taxes was $1.7 million. After a tax benefit of $0.3 million, net income was $2.0 million, or $0.02 per basic and diluted

share, based on weighted-average shares outstanding of approximately 125.0 million. This compares with net income of $5.8 million, or

$0.96 per share, in fiscal 2025, which included a $12.4 million non-cash gain from changes in the fair value of long-term and short-term

note derivatives.

Balance

sheet, liquidity and cash flow. The Company ended fiscal 2026 with cash and cash equivalents of $15.4 million, compared with $7.5

million a year earlier. Total assets increased to $71.2 million from $60.9 million, stockholders’ equity improved to $21.1 million

from a deficit of $(6.8) million, and total liabilities declined by approximately $17.6 million. Shares outstanding were approximately

150.3 million at fiscal year-end. Cash used in operating activities was $6.2 million, compared with cash provided by operating activities

of $0.8 million in fiscal 2025, reflecting growth in operating assets as the business expanded and the non-cash nature of a substantial

portion of fiscal 2026 net income. Cash used in investing activities was $65,000, representing a payment related to the extension of

the Commercial Bancorp acquisition agreement. Cash provided by financing activities was $16.5 million, compared with $1.6 million in

fiscal 2025, driven primarily by financing transactions completed during the year and partially offset by transaction costs, repayments

and a $1.0 million cash payment related to the Winston & Strawn settlement. The Company sold no shares under its equity line facility

during fiscal 2026 and has not conducted an at-the-market offering or other dilutive capital raise since its October 2025 institutional

unit financing.

AtlasClearing’s

$10 million revolving line of credit with BMO Harris Bank remained undrawn throughout the year, and the Company was in compliance with

all applicable financial covenants as of June 30, 2026. Based on the capital raised and management’s operating cash-flow forecasts,

management concluded that substantial doubt about the Company’s ability to continue as a going concern had been alleviated. Management

also concluded that disclosure controls and internal control over financial reporting were effective as of June 30, 2026, following remediation

of the previously reported material weakness.

Non-GAAP

Financial Measure:

Total

revenue plus interest income is a supplemental measure that is not calculated in accordance with U.S. generally accepted accounting principles

(GAAP). It is the sum of total revenue and interest income, each as reported in the Company’s consolidated statement of operations,

and is presented because interest earned on balances held by the Company’s broker-dealer subsidiary is an integral part of its

operating economics. Interest income is presented in other income under GAAP. This measure should not be considered a substitute for

total revenue determined in accordance with GAAP.

Reconciliation:

Fiscal 2026 GAAP total revenue of $20.1 million plus interest income of $1.8 million equals total revenue plus interest income of $21.9

million. Fiscal 2025 GAAP total revenue of $10.9 million plus interest income of $2.0 million equals total revenue plus interest income

of $12.9 million.

Earnings

Conference Call Information:

Date:

Thursday, September 24, 2026

Time:

8:30 a.m. Eastern Time

Webcast:

https://viavid.webcasts.com/starthere.jsp?ei=1776661&tp_key=1331c6d174

Participant

Dial-In: 1-877-407-0752 (toll-free) or 1-201-389-0912 (international)

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 (toll-free) or 1-412-317-6671 (international)

Access

ID: 13762839

Replay

Available Through: Thursday, October 8, 2026, at 11:59 p.m. 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 wholly owned subsidiary AtlasClearing, Inc. (formerly Wilson-Davis

& Co., Inc.), a full-service correspondent broker-dealer registered with the SEC and FINRA, and its planned 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, follow us on LinkedIn or X and visit www.atlasclear.com.

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, strategic initiatives, the onboarding and conversion

of the Company’s newly signed correspondent broker-dealers and the timing and revenue contribution of those relationships, the

expansion of the Company’s stock locate, stock loan, securities lending and margin businesses, the Company’s future financing

activities, the proposed acquisition of Commercial Bancorp of Wyoming, the proposed acquisition of an institutional digital asset business

and the proposed acquisition of Ark Financial Services, Inc. and its subsidiary Dawson James Securities, Inc., the anticipated timing

and completion of the initial and second closings of the Dawson James transaction, the execution of definitive documentation, receipt

of FINRA, banking and other required regulatory and stockholder approvals, the anticipated growth of Dawson James’s clearing activity

through AtlasClearing, the expected revenue, net income and EBITDA contributions of the proposed acquisitions, future financial performance,

future capital markets activity, and the Company’s ability to execute on its business strategy. The letter of intent for the digital

asset acquisition and the amended Dawson James letter of intent are non-binding (other than certain customary provisions), and there

can be no assurance that definitive agreements will be executed or that the proposed acquisitions will be completed on the terms described,

or at all.

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, and actual results may differ materially from those anticipated. Factors that could cause actual results to

differ include, but are not limited to: the Company’s failure to enter into definitive agreements with the digital asset business

or the Dawson James parties, or its failure to complete the proposed acquisitions on favorable terms or at all; failure to receive the

required regulatory approvals for the proposed acquisitions, including the acquisition of Commercial Bancorp of Wyoming; the Company’s

inability to integrate, and to realize the benefits of, the proposed acquisitions; delays in onboarding correspondent broker-dealers

or the failure of correspondent relationships to generate the anticipated revenue; changes in general economic or political conditions;

changes in the markets that AtlasClear targets; slowdowns in securities or digital asset trading or shifting demand for trading, clearing

and settling financial products; and any change in laws applicable to AtlasClear or any regulatory or judicial interpretation thereof.

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

Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 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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+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration