The filing is about an equity plan amendment, not a management change.

Results of Operations and Financial Condition. On May 13, 2026, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results for the fiscal quarter and nine months ended March 31, 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

Other Events. Supplement to Definitive Proxy Statement On April 30, 2026, AtlasClear Holdings, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) for the solicitation of proxies in connection with an annual meeting of the Company’s stockholders to be held on May 27, 2026 (the “Annual Meeting”). The Company has determined to amend and supplement certain information contained in the Proxy Statement as described in this Current Report on Form 8-K (the “Proxy Suppleme…

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.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Definitive Material Agreement. Commercial Bancorp Share Purchase Agreement On February 5, 2026, AtlasClear Holdings, Inc. (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with Commercial Bancorp, a Wyoming corporation (“Commercial Bancorp”), and each of the shareholders of Commercial Bancorp (collectively, the “Sellers”). The Purchase Agreement provides for the Company to acquire (the “Acquisition”) from the Sellers all of the outstanding shares…

Unregistered Sales of Equity Securities. The information set forth under

Results of Operations and Financial Condition. On December 1, 2025, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results of its wholly owned subsidiary Wilson-Davis & Co., Inc. as of and for the month ended October 31, 2025. 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

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.

Results of Operations and Financial Condition. On October 27, 2025, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results of its wholly owned subsidiary Wilson-Davis & Co., Inc. as of and for the three months ended September 30, 2025. 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

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Definitive Material Agreement. Convertible Note Financing On October 8, 2025, AtlasClear Holdings, Inc. (the “Company”) entered into an amended and restated securities purchase agreement (the “Restated SPA”) with Funicular Funds, LP, a Delaware limited partnership (“Funicular”), which amended and restated in its entirety the securities purchase agreement, dated February 9, 2024, pursuant to which the Company had issued and sold to Funicular, in a private placement, a secured conv…

Results of Operations and Financial Condition. On September 29, 2025, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results for the three months and fiscal year ended June 30, 2025. 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

Entry into a Definitive Material Agreement. 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 $3,00…

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Director — Mark Smith: Mr. Mark Smith resigned from the board of directors, and Robert D. Keyser was appointed to fill the vacancy.

director — Robert McBey: Robert McBey resigned as a director of AtlasClear Holdings, Inc.

Entry into a Definitive Material Agreement. On December 31, 2024, AtlasClear Holdings, Inc. (the “Company”) and Hanire, LLC (the “Investor”) entered into a securities purchase agreement (the “Purchase Agreement”) for the purchase and sale, in a private placement, of (i) up to 333,333 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $15.00 per share (after giving effect to the 1-for-60 reverse stock split effected by the…

Unregistered Sales of Equity Securities. The information set forth under

Chief Financial Officer — Richard Barber: Richard Barber resigned as the Chief Financial Officer of AtlasClear Holdings, Inc.

CEO — Robert McBey: Robert McBey was removed as CEO of AtlasClear Holdings, Inc. and Wilson-Davis Co., Inc.

Other Events On December 12, 2024, we appointed Jeff Sime to replace Mr. McBey as the new Chief Executive Officer of WDCO, effective December 16, 2024. Mr. Sime has served as President and CEO of Embed Financial Technologies Inc. since February 2022 and as President of JS Consulting since July 2023. Previously, he served as President of COR Clearing LLC which was acquired by Axos Clearing LLC where he served as President until 2022. 2 SIGNATURE Pursuant to the requirements of the Securities E…

Entry into a Definitive Material Agreement. On October 23, 2024, AtlasClear Holdings, Inc. (the “Company”), Quantum Ventures LLC, Chardan Capital Markets, LLC (“Chardan”) and Chardan Quantum LLC entered into an agreement pursuant to which they settled the claim previously referenced in the Company’s filing of a current report on Form 8-K on April 17, 2024, and any and all related claims (the “Settlement Agreement”). In connection with the Settlement Agreement, Chardan exchanged the convertibl…