---
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"
generated_at: "2026-05-17T06:23:48.971540+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# AtlasClear secures $3M convertible note financing; additional $2M possible

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-090634
- JSON: https://secwatch.observer/filing/0001104659-25-090634.json
- Plain text: https://secwatch.observer/filing/0001104659-25-090634.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: aggregate principal amount of $3,600,000
  - Counterparty: certain institutional investors
  - Rate: The Notes do not bear interest
  - Maturity: the earlier of six months from issuance or the date that the Company completes a Qualified Financing
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465925090634/0001104659-25-090634-index.htm
- Equity Issuances
  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.
  - Security: convertible note
  - Shares: 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
  - Purchaser: certain institutional investors
  - Consideration: gross purchase price of $3,000,000 in cash, reflecting a 20% original issue discount on the principal amount of $3,600,000
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1963088/000110465925090634/0001104659-25-090634-index.htm

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