---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-024588"
form_type: "8-K"
ticker: "ATCH"
cik: "0001963088"
company_name: "AtlasClear Holdings, Inc."
filed_at: "2024-02-15T23:59:59+00:00"
generated_at: "2026-06-06T01:32:35.223956+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# AtlasClear Holdings completes SPAC merger with Quantum FinTech; starts trading under ATCH

## Summary
- Business combination closed Feb 9, 2024; name changed to AtlasClear Holdings; common stock listed on NYSE under symbol ATCH starting Feb 12.
- Approximately 98% of Quantum public shares redeemed (~$53.9M); only 109,499 public shares remain after closing.
- Post-closing shares outstanding: 11,781,759; includes 4,440,000 merger consideration shares and up to 5.94M earn-out shares.
- Entered $6M secured convertible note with Funicular Funds (12.5% interest, 9% conversion floor $2) to fund Wilson-Davis acquisition.
- Wilson-Davis acquisition price reduced by $5M; $8M cash plus seller notes; Sponsor transferred 885,010 Founder Shares to sellers.

## SEC filing metadata
- accession: 0001104659-24-024588
- form_type: 8-K
- ticker: ATCH
- cik: 0001963088
- company_name: AtlasClear Holdings, Inc.
- filed_at: 2024-02-15T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 5.06, 5.02, 3.02, 5.03, 2.03, 3.03, 5.01, 5.05, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/tm246237d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-024588
- JSON: https://secwatch.observer/filing/0001104659-24-024588.json
- Plain text: https://secwatch.observer/filing/0001104659-24-024588.txt

## Key facts
- Debt Financings
  AtlasClear Holdings, Inc. incurred convertible notes of $7,971,000 with Wilson-Davis Sellers at 13% per annum maturing 24 months after Closing Date.
  - Instrument: convertible notes
  - Principal: $7,971,000
  - Counterparty: Wilson-Davis Sellers
  - Rate: 13% per annum
  - Maturity: 24 months after Closing Date
  - Event: incurrence
  source text: as follows: (i) $5,000,000 in aggregate principal amount of notes due 90 days after the Closing Date (the “Short-Term Notes”) and (ii) $7,971,000 in aggregate principal amount of notes due 24 months after the Closing Date (the “Long-Term Notes” and, together with the Short-Term Notes, the “Seller Notes”). The Short-Term Notes accrue interest at a rate of 9% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day volume weighted average price of the Common Stock (“VWAP”) prior to payment (or, at the Company’s option, cash), and are convertible at the option of the holder at any time during the continuance of an event of default, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion. The Long-Term Notes accrue interest at a rate of 13% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Co
  evidence_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm
- Debt Financings
  AtlasClear Holdings, Inc. incurred convertible notes of $5,000,000 with Wilson-Davis Sellers at 9% per annum maturing 90 days after Closing Date.
  - Instrument: convertible notes
  - Principal: $5,000,000
  - Counterparty: Wilson-Davis Sellers
  - Rate: 9% per annum
  - Maturity: 90 days after Closing Date
  - Event: incurrence
  source text: as follows: (i) $5,000,000 in aggregate principal amount of notes due 90 days after the Closing Date (the “Short-Term Notes”) and (ii) $7,971,000 in aggregate principal amount of notes due 24 months after the Closing Date (the “Long-Term Notes” and, together with the Short-Term Notes, the “Seller Notes”). The Short-Term Notes accrue interest at a rate of 9% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day volume weighted average price of the Common Stock (“VWAP”) prior to payment (or, at the Company’s option, cash), and are convertible at the option of the holder at any time during the continuance of an event of default, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm
- M&A Transactions
  AtlasClear Holdings, Inc. underwent a change of control involving Quantum FinTech Acquisition Corporation (closed 2024-02-09).
  - Action: change of control
  - Counterparty: Quantum FinTech Acquisition Corporation
  - Closing: 2024-02-09
  source text: On February 9, 2024 (the “Closing Date”), the registrant consummated the previously announced transactions pursuant to that certain Business Combination Agreement, dated November 16, 2022 (as amended, the “Business Combination Agreement”), by and among the registrant, Quantum FinTech Acquisition Corporation (“Quantum”), Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm
- M&A Transactions
  AtlasClear Holdings, Inc. completed an acquisition involving Wilson-Davis & Co., Inc. (closed 2024-02-09).
  - Action: acquisition
  - Counterparty: Wilson-Davis & Co., Inc.
  - Closing: 2024-02-09
  source text: Prior to the Closing, pursuant to the (i) Contribution Agreement (as defined in the Business Combination Agreement), AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and (ii) Broker-Dealer Acquisition Agreement (as defined in the Business Combination Agreement), completed the acquisition of broker-dealer, Wilson-Davis & Co., Inc. (“Wilson-Davis”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm
- Material Agreements
  AtlasClear Holdings, Inc. amended Broker-Dealer Acquisition Agreement Amendment No. 8 with Wilson-Davis sellers valued at reduced total purchase price by $5 million; reduced cash payable at closing to $8 million; balance p (effective 2024-01-09).
  - Action: amendment
  - Agreement: asset purchase
  - Counterparty: Wilson-Davis sellers
  - Value: reduced total purchase price by $5 million; reduced cash payable at closing to $8 million; balance p
  - Effective: 2024-01-09
  source text: Amendments to Broker-Dealer Acquisition Agreement Prior to the Closing, AtlasClear and the Company entered into two amendments to the Broker-Dealer Acquisition Agreement with Wilson-Davis and the then-owners of Wilson-Davis (the "Wilson-Davis Sellers"), Amendment No. 8 dated January 9, 2024 ("Amendment No. 8") and Amendment No. 9 dated February 7, 2024 ("Amendment No. 9" and, together with Amendment No. 8, the "Amendments").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm
- Material Agreements
  AtlasClear Holdings, Inc. entered into Funicular Note with Funicular Funds, LP valued at Secured convertible promissory note; principal $6,000,000; purchase price $6,000,000; maturity Novem (effective 2024-02-09).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Funicular Funds, LP
  - Value: Secured convertible promissory note; principal $6,000,000; purchase price $6,000,000; maturity Novem
  - Effective: 2024-02-09
  source text: On February 9, 2024, the Company and Quantum entered into a securities purchase agreement (the "Purchase Agreement") with Funicular Funds, LP, a Delaware limited partnership ("Funicular"), pursuant to which the Company sold and issued to Funicular, on that date, a secured convertible promissory note in the principal amount of $6,000,000 (the "Funicular Note") for a purchase price of $6,000,000, in a private placement (the "Note Financing").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm
- Material Agreements
  AtlasClear Holdings, Inc. amended Broker-Dealer Acquisition Agreement Amendment No. 9 with Wilson-Davis sellers; Quantum Ventures LLC (Sponsor) valued at Sponsor agreed to transfer 885,010 Founder Shares at closing (aggregate value $6 million); may trans (effective 2024-02-07).
  - Action: amendment
  - Agreement: asset purchase
  - Counterparty: Wilson-Davis sellers; Quantum Ventures LLC (Sponsor)
  - Value: Sponsor agreed to transfer 885,010 Founder Shares at closing (aggregate value $6 million); may trans
  - Effective: 2024-02-07
  source text: Quantum Ventures LLC (the "Sponsor") also entered into Amendment No. 9, for the limited purpose of agreeing to transfer certain Founder Shares owned by the Sponsor to the Wilson-Davis Sellers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465924024588/0001104659-24-024588-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.