TAMPA, Fla.–(BUSINESS WIRE)–AtlasClear Holdings, Inc. (AtlasClear Holdings or the Company) (NYSE: ATCH) is pleased to announce that it has secured an agreement from Hanire LLC (Hanire) to invest up to $45 million in the Company, through a combination of equity and convertible debt at a milestone base series of tranches, with the first tranche of $5 million expected in January 2025, subject to the satisfaction of closing conditions.

We are very excited about this partnership and the investment made in AtlasClear Holdings by Hanire. This is the culmination of a relationship between Company Management and Hanire Principals that we have developed over the years. The investment is expected to allow AtlasClear Holdings to fulfill some of our priorities, and we believe it will be a real transformation for our Company. For Hanire, AtlasClear Holdings provides an expanding platform that will assist its brokerage and investment banking businesses while creating cost efficiencies and improving revenue opportunities for both parties. This is an exciting and synergistic deal, said Craig Ridenhour, President, AtlasClear Holdings.

The agreements signed with Hanire provide an up-to-$45 million investment in the form of a combination of equity and convertible debt, consisting of an up-to-$5 million equity investment through the sale of 20 million shares of common stock and one convertible loan for the balance of the investment, including an initial advance of $5 million and additional advances subject to the achievement of certain milestones. The loan is convertible at a conversion price calculated based on a 40% discount to the volume-weighted average price of the Company’s common stock at the time of conversion. The conversion of any share of the convertible loan is subject to the Company’s receipt of the stockholder’s consent to the issuance of the shares.

The Company believes that the investment will allow AtlasClear Holdings to achieve several strategic objectives, including:

• Allow the restructuring of the Company’s current debt structure with better terms and less dilution to existing stockholders.
• Increase the capital base of its wholly owned subsidiary, Wilson-Davis & Co., Inc. (Wilson-Davis), thereby allowing Wilson-Davis to expand its correspondent clearing business and facilitate additional lines of business.
• Allow the Company to proceed with formal filings with the Federal Reserve for the proposed acquisition of Commercial Bancorp of Wyoming while providing additional capital for the bank in the event of a potential approval.
• Providing capital for targeted, accretive acquisitions.

We believe this will be an extraordinary day for our Company and our stockholders. This is a thoughtfully structured deal that we believe delivers additional capital to the Company as we restructure our debt, hopefully achieve profitability, and deliver the capital needed for our proposed acquisition. to the bank after approval. Overall, we believe this investment will strengthen our capital foundation, reduce potential dilution, and position our Company to maximize our long-term stockholder value. We are very careful to find the right investment partner to help us grow, said Mr. Ridenhour.

About AtlasClear Holdings, Inc.

AtlasClear Holdings plans to build a technology-enhanced financial services company that will create a more efficient platform for trading, clearing, settlement and banking of evolving and innovative financial products that focus on in small and middle market financial services companies. AtlasClear Holdings’ strategic goal is to have a fully vertically integrated suite of cloud-based products including account opening, trade execution, risk management, regulatory reporting and settlement. The team leading AtlasClear Holdings consists of respected veterans of the financial services industry who have founded and led other companies in the industry including Penson Clearing, Southwest Securities, NexTrade, Symbiont, and Anderen Bank.

About Wilson-Davis & Co., Inc.

Wilson-Davis is a full-service correspondent securities broker-dealer. The company is registered with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority and the Securities Investor Protection Organization. Additionally, Wilson-Davis is a member of the DTCC as well as the National Securities Clearing Corporation. Headquarters in Salt Lake City, Utah and Dallas, Texas. Wilson-Davis has been serving the investment community since 1968, with satellite offices in California, Arizona, Colorado, New York, New Jersey and Florida.

About Commercial Bancorp of Wyoming

Commercial Bancorp is a bank holding company that operates through its wholly-owned subsidiary, Farmers State Bank (FSB) and has served the local community of Pine Bluffs, WY since 1915. It focuses most of its services on private and corporate banking. A member of the Federal Reserve, FSB is expected to be a strategic asset for the long-term business model of AtlasClear Holdings.

Cautionary Statements Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect AtlasClear Holdings’ current views regarding, among other things, its future operations and financial performance of AtlasClear Holdings. Forward-looking statements in this communication may be identified by the use of words such as “anticipate,” “expect,” “believe,” “continue,” “may,” “estimate,” “expect,” “anticipate.” ,” ” future,” “intended,” “could,” “vision,” “plan,” “potential,” “proposed,” “forecast,” “project,” “seek,” “should,” “target,” “trends,” “want,” “want” and the like terms and phrases. The forward-looking statements contained in this communication include, but are not limited to, statements regarding (i) the closing of all or any portion of the investment from Hanire, (ii) AtlasClear Holdings’ anticipated benefits of the investment from Hanire , including its ability to allow AtlasClear Holdings to fulfill several of its strategic objectives, achieve profitability, deliver the capital required for the proposed acquisition of the bank if approved, will strengthen its capital base, reduce potential dilution, and position the Company to increase long-term stockholder value, (iii) AtlasClear Holdings’ expectations regarding future operating results , (v) AtlasClear Holdings’ anticipated growth strategy, including anticipated acquisitions, and (v) AtlasClear Holdings’ financial technology.

The forward-looking statements contained in this communication are based on the current expectations of AtlasClear Holdings and its management and are subject to risks and uncertainties. No assurance can be given that future developments affecting AtlasClear Holdings will be as anticipated. Actual results may differ materially from current expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of AtlasClear Holdings . If one or more of these risks or uncertainties materialize, or if any assumptions prove incorrect, actual results could differ materially from those projected in these expectations. statements. Factors that could cause actual results to differ may arise from time to time, and it is not possible to predict all of them.

Such factors include, but are not limited to: any failure by Hanire to deliver capital tranches on the expected schedule, or at all; any failure of the Company to achieve milestones required to receive capital tranches on a timely basis, or at all; failure of the Company to realize the expected benefits of capital investment, such as achieving profitability, delivering the capital required for the proposed acquisition of the bank to approve, strengthening the foundation of its capital , reducing potential dilution, and positioning the Company for long-term growth. stockholder value; failure of AtlasClear Holdings to satisfy the closing conditions of any capital tranches, including receipt of stockholder approval; AtlasClear’s inability to successfully integrate, and/or realize the expected benefits of, the acquisition of Wilson-Davis and the technology acquired from Pacsquare Technologies LLC (the “ TRANSACTION (JO:)”); failure to recognize the expected benefits of the Transaction, which may affect, among other things, competition, the ability of AtlasClear Holdings to maintain relationships with customers and suppliers and strategic alliance third party, and to retain its management and key employees; markets targeted by AtlasClear Holdings; the risk of knowing more or different information is described here pending filing of the transition report, and other factors, risks and uncertainties, including those included under the heading “Risk Factors” in AtlasClear Holdings’ Transition Report on Form 10-KT filed with the Securities and Exchange Commission on October 16, 2024. AtlasClear Holdings cautions that the foregoing list of factors is not exhaustive any forward-looking statement made in this communication speaks only as of its date. Plans, intentions or expectations disclosed in forward-looking statements may not be achieved and no one should place undue reliance on such forward-looking statements. AtlasClear Holdings does not undertake any obligation to update, revise or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by either any applicable securities laws.

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Source: AtlasClear