AtlasClear Holdings, Inc. Announces agreement to invest up to $45 million in its company by Investing.com

TAMPA, Fla.–(Business Wire/AETOSWire)–AtlasClear Holdings, Inc. is pleased to… (AtlasClear Holdings or the Company) (NYSE: ATCH) announces that it has obtained an agreement from Hanire LLC (Hanire) to invest up to $45 million in the company, through a combination of equity and convertible debt in A series of milestone-based tranches, with the first tranche of US$5 million expected to arrive in January 2025, subject to closing conditions being met.

We are very excited about this partnership and the investment Haner is making in AtlasClear Holdings. This is the culmination of the relationship between the company’s management and Haner’s managers that we have developed over many years. This investment is expected to allow AtlasClear Holdings to achieve a number of our priorities, and we believe this represents a real turning point for our company. For Hanire, AtlasClear Holdings provides an expanded platform that will help it with its brokerage and investment banking business while achieving cost efficiencies and enhancing revenue opportunities for both parties. This is an exciting and synergistic transaction,” said Craig Ridenhour, President of AtlasClear Holdings.

The agreements signed with Hanier provide for an investment of up to $45 million in the form of a combination of equity and convertible debt, consisting of an equity investment of up to $5 million through the sale of 20 million shares of common stock and 20 million shares of common stock. Convertible loan for the remainder of the investment, including an initial payment of $5 million and additional advances subject to the achievement of specific milestones. The loan will be convertible at a conversion price calculated at a discount of 40% to the volume-weighted average price of the Company’s common stock at the time of conversion. The conversion of any portion of the convertible loan is subject to the Company obtaining shareholder approval to issue shares.

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

• Allowing the company’s existing debt structure to be restructured on more favorable terms and less dilution to existing shareholders
• Increase the capital base of its wholly owned subsidiary, Wilson-Davis & Co., Inc. (Wilson-Davis), allowing Wilson-Davis to expand its correspondent clearing business and accelerate additional business lines.
• Allowing the Company to proceed with formal filings with the Federal Reserve Bank for the proposed acquisition of Commercial Bancorp of Wyoming while providing additional capital to the Bank upon potential approval.
• Providing capital for targeted and accretive acquisitions.

We believe this is a great day for our company and our shareholders. It is a carefully structured transaction that we believe provides further capital to the company as we restructure our debt, hopefully achieve profitability, and provide the capital necessary for our proposed bank acquisition when approved. Overall, we believe this investment will strengthen our capital basis, reduce potential dilution, and position our company to maximize shareholder value over the long term. We took great care to find the right investment partner to help us grow,” said Mr. Ridenhour.

About Atlas Clear Holdings, Inc

AtlasClear Holdings plans to build a cutting-edge, technology-driven financial services company that will create a more efficient platform for the trading, clearing, settlement and banking of cutting-edge and innovative financial products with a focus on small and mid-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 experts in 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 & Company

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

About Wyoming Commercial Bancorp

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

Cautionary statements regarding forward-looking statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect the current views of AtlasClear Holdings with respect to, among other matters, the future operations and financial performance of AtlasClear Holdings. Forward-looking statements in this communication can be identified by the use of words such as “expect,” “assume,” “believe,” “continue,” “could,” “estimate,” “anticipate,” and “expected.” “, “future”, “intent”, “may”, “expectations”, “plan”, “potential”, “proposed”, “prediction”, “project”, “strive”, “should”, “goal” “,” “directions,” “will” and “will” and similar words and expressions 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’ expectations regarding the benefits of the investment from Hanire. , including its ability to allow AtlasClear Holdings to achieve a number of its strategic objectives, achieve profitability, provide the capital necessary for its proposed acquisition of the bank upon approval, solidify its capital base, minimize potential dilution, and position the company to (v) AtlasClear Holdings’s expected growth strategy, including anticipated acquisitions, and (v) AtlasClear Holdings’ financial technology.

The forward-looking statements contained in this release 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 those 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 of the assumptions prove incorrect, actual results may differ in material respects from those anticipated in these forward-looking statements. Factors may arise from time to time that could cause actual results to differ, and not all of them can be predicted.

These factors include, but are not limited to: any failure by Haner to deliver capital tranches on the expected schedule, or at all; any failure by the Company to achieve milestones required to receive equity tranches in a timely manner, or at all; the Company’s failure to achieve the expected benefits of the capital investment, such as achieving profitability, delivering the capital necessary for the proposed acquisition of the Bank upon approval, solidifying its capital base, limiting potential dilution, and positioning the Company to achieve maximum long-term shareholder value; AtlasClear Holdings’ failure to satisfy closing conditions for any capital tranches, including obtaining shareholder approval; AtlasClear’s inability to successfully integrate and/or realize the anticipated benefits of the acquisition of Wilson-Davis and the technology acquired from Pacsquare Technologies LLC (“ practical (JO:)”); failure to recognize the expected benefits of the transaction, which may be affected by, among other things, competition, the ability of AtlasClear Holdings to maintain relationships with customers, suppliers and third parties in the strategic alliance, and to retain, manage and employ key employees; and AtlasClear Holdings to integrate and realize the benefits of the Transaction and other potential acquisitions; changes in the general economic or political conditions targeted by AtlasClear Holdings or changing demand for the trading, payment and settlement of financial products; In the laws applicable to AtlasClear Holdings or any regulatory or judicial interpretation thereof that may cause the timely filing of the transition report described herein to be delayed, various information may become known prior to the expected filing of the transition report, and other factors, risks and uncertainties, including those included under; “Risk Factors” heading in AtlasClear Holdings’ Transition Report on Form 10-KT filed with the SEC on October 16, 2024 and its subsequent filings with the SEC And stock exchanges. AtlasClear Holdings cautions that the above list of factors is not exhaustive. Any forward-looking statement made in this release speaks only as of the date hereof. The plans, intentions or expectations disclosed in the forward-looking statements may not be realized, and no one should place undue reliance on such forward-looking statements. AtlasClear Holdings undertakes no obligation to update, review or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws..

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Source: Atlas Clare