{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-090634","form_type":"8-K","ticker":"ATCH","cik":"0001963088","company_name":"AtlasClear Holdings, Inc.","filed_at":"2025-09-17T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.710066+00:00","generated_at":"2026-05-17T06:23:48.971540+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"AtlasClear secures $3M convertible note financing; additional $2M possible","bullets":["Gross proceeds $3M ($3.6M principal due to 20% OID); notes mature in 6 months or upon $10M+ equity raise.","Notes convertible at holder option at same price as qualified equity financing; no interest.","Dawson James Securities acted as placement agent; fees 5% of gross proceeds.","Sixth Borough Capital (controlled by board member & Dawson James CEO) purchased $600k principal.","Proceeds for general corporate purposes/working capital; company may raise additional $2M."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-090634","json":"https://secwatch.observer/filing/0001104659-25-090634.json","markdown":"https://secwatch.observer/filing/0001104659-25-090634.md","text":"https://secwatch.observer/filing/0001104659-25-090634.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1963088/000110465925090634/0001104659-25-090634-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1963088/000110465925090634/tm2526298d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T06:23:48.971540+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"976e7d1db65eb5749a667c9388c364a7ba655b94","claim":"AtlasClear Holdings, Inc. incurred convertible notes of aggregate principal amount of $3,600,000 with certain institutional investors at The Notes do not bear interest maturing the earlier of six months from issuance or the date that the Company completes a Qualified Financing.","evidence_excerpt":"On September 16, 2025, AtlasClear Holdings, Inc. (the “Company”) entered into separate securities purchase agreements (each, a “Securities Purchase Agreement”) with certain institutional investors (each, an “Investor”) under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Note” and collectively, the “Notes”) for an aggregate principal amount of $3,600,000","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1963088/000110465925090634/0001104659-25-090634-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"aggregate principal amount of $3,600,000"},{"label":"Counterparty","value":"certain institutional investors"},{"label":"Rate","value":"The Notes do not bear interest"},{"label":"Maturity","value":"the earlier of six months from issuance or the date that the Company completes a Qualified Financing"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"15297730a8034be98634c185e23eb66f4fbfedab","claim":"AtlasClear Holdings, Inc. issued Convertible promissory notes, convertible into equity at the closing of a Qualified Financing at the same per share price as the securities sold in the Qualifie of convertible note to certain institutional investors for gross purchase price of $3,000,000 in cash, reflecting a 20% original issue discount on the principal amount of $3,600,000.","evidence_excerpt":"On September 16, 2025, AtlasClear Holdings, Inc. (the “Company”) entered into separate securities purchase agreements (each, a “Securities Purchase Agreement”) with certain institutional investors (each, an “Investor”) under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Note” and collectively, the “Notes”) for an aggregate principal amount of $3,600,000, for a gross purchase price of $3,000,000, reflecting a 20% original issue discount, before fees and other expenses.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1963088/000110465925090634/0001104659-25-090634-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Shares","value":"Convertible promissory notes, convertible into equity at the closing of a Qualified Financing at the same per share price as the securities sold in the Qualifie"},{"label":"Purchaser","value":"certain institutional investors"},{"label":"Consideration","value":"gross purchase price of $3,000,000 in cash, reflecting a 20% original issue discount on the principal amount of $3,600,000"}],"fact_type":"equity_issuance"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}