AtlasClear Holdings, Inc. March 2025 Stockholder Update

Rhea-AI Summary

AtlasClear Holdings (NYSEAMEX: ATCH) provided a stockholder update addressing recent high trading volatility. The company's subsidiary, Wilson Davis & Company, reported Calendar Year 2024 revenues exceeding $13.2 million and Net Income over $1.75 million.

Following these results, ATCH stock experienced significant activity, trading over 145 million shares with a 400% value increase. After a 1-for-60 reverse split on December 31, 2024, outstanding shares grew from 387,000 to over 3.32 million through convertible note conversions, representing a 740% increase. This reduced company debt and increased market capitalization by 800% to $10.7 million.

The company continues working with Hanire to complete the first investment tranche and plans to begin a non-deal roadshow. Additionally, ATCH filed an amendment to its registration statement including shares for Tau Investment Partners under an equity line of credit.

Positive

• Subsidiary revenue exceeded $13.2M in 2024
• Net Income over $1.75M in 2024
• Significant debt reduction through note conversions
• Market cap increased 800% to $10.7M
• Multiple capital raising initiatives in progress

Negative

• Substantial share dilution (740% increase in outstanding shares)
• High stock volatility and price fluctuations
• Pending completion of first investment tranche

Insights

Financial Analyst

This stockholder letter reveals significant financial developments for AtlasClear Holdings. The company's subsidiary Wilson Davis & Company reported $13.2 million in revenue and $1.75 million in net income for 2024 on a non-GAAP, stand-alone basis. Following this announcement, ATCH stock experienced extraordinary volatility, trading over 145 million shares in a single day with a 400% price increase.

The most substantial impact comes from the massive capital structure transformation. Following a 1:60 reverse split in December 2024, outstanding shares increased from 387,000 to over 3.32 million - a 740% expansion primarily through convertible note conversions. This dramatically altered the company's financial profile by significantly reducing debt (converting at least 10% of their 12/31/24 convertible debt) while substantially diluting existing shareholders.

The market capitalization grew by more than 800% to approximately $10.7 million. However, investors should note this growth reflects both share price increases and the substantial increase in outstanding shares.

The company mentions three capital-related initiatives: working with Hanire to complete their first investment tranche, planning a non-deal roadshow to attract investors, and filing an amendment to their registration statement that includes shares for an equity line of credit with Tau Investment Partners.

While the market reaction has benefited the balance sheet through debt reduction, the extreme volatility (ranging from $2.80 to $7.25 per share on February 26th) and massive dilution present a mixed picture for investors. The company's statements about being "undervalued" and having "ability to grow significantly" remain unsubstantiated by concrete operational details or specific timelines for announced initiatives.

TAMPA, Fla.--(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 21^st, 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 24^th, 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 28^th, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250303840241/en/

Media

AtlasClearPR@atlasclear.com

Investors

AtlasClearIR@atlasclear.com

Source: AtlasClear

FAQ

What were Wilson Davis & Company's financial results for Calendar Year 2024?

Wilson Davis & Company reported non-GAAP revenues exceeding $13.2 million and Net Income over $1.75 million for Calendar Year 2024.

How did ATCH stock perform following the February 2025 earnings release?

ATCH stock traded over 145 million shares with a 400% value increase, ranging between $2.80-$7.25 per share on February 26, 2025.

What was the impact of convertible note conversions on ATCH's share structure?

Outstanding shares increased by 740% from 387,000 to 3.32 million through convertible note conversions, reducing debt and increasing market cap to $10.7 million.

What strategic initiatives is ATCH pursuing for capital raising?

ATCH is working with Hanire for investment, planning a non-deal roadshow, and has filed for an equity line of credit with Tau Investment Partners