SCHEDULE 13D

CUSIP No.

128745106

1

Name of reporting person

Atlas FinTech Holdings Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 126,151.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 126,151.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

126,151.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

13

Percent of class represented by amount in Row (11)

1.69 %

14

Type of Reporting Person (See Instructions)

CO, OO

SCHEDULE 13D

CUSIP No.

128745106

1

Name of reporting person

AtlasBanc Holdings Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 47,027.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 47,027.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

47,027.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

13

Percent of class represented by amount in Row (11)

0.63 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

AtlasClear Holdings, Inc.

(c)

Address of Issuer's Principal Executive Offices:

4030 Henderson Blvd., Suite 712, Tampa, FLORIDA , 33629.

Item 1 Comment:

The following constitutes Amendment No. 2 to the Schedule 13D filed by the Reporting Persons. This Amendment No. 2 amends the prior Schedule 13D's as specifically set forth below. All amounts set forth in this Amendment No. 2 to Scheduled 13D are adjusted to reflect a 60-1 reverse stock split of the Issuers' Common Stock effective as of January 2, 2025. All other Items are unchanged.

Item 4.

Purpose of Transaction

During the time period between April 3, 2024 and July 29, 2024 Atlas FinTech advanced the Issuer 19,727 registered shares of Common Stock it received in the Business Combination at a weighted average price of $51.72 per share to assist the Issuer in delivering unrestricted shares of Common Stock to satisfy accrued interest obligations to third party convertible noteholders. On August 23, 2024 the Issuer returned 22,292 restricted shares of Common Stock to Atlas FinTech to satisfy the previous advances of unrestricted Common Stock to satisfy the accrued interest obligations to convertible noteholders, as described above. On August 23, 2024, the Issuer issued to Atlas FinTech 46,471 shares of restricted Common Stock at a price of $17.29 per share to satisfy approximately $803,000 of previous cash advances by Atlas FinTech to the Issuer to cover costs and expenses associated with the Business Combination. During the time period November 18th and 19th, 2024 Atlas FinTech sold 8,333 shares of the Issuer's Common Stock in the open market at an average sales price of $15.20 per share, generating $126,667 in sale proceeds, which it advanced to the Issuer to pay costs and expenses associated with the Business Combination. On January 22, 2025, the Issuer issued 27,282 shares of restricted Common Stock to Atlas FinTech in consideration and satisfaction of $126,667 of funds previously advanced to the Issuer by Atlas FinTech, as described above. As a result of these transactions, the Reporting Persons currently own 126,151 shares of the Issuer's Common Stock as of the date of this Amendment No. 2 to Scheduled 13D.

Item 5.

Interest in Securities of the Issuer

(a)

Atlas FinTech has beneficial ownership of 126,151 shares of Common Stock or 19.27% of the Common Stock of the Issuer based upon 654,635 shares of Common Stock outstanding as of February 28, 2025. AtlasBanc holds a 37.3% ownership interest in Atlas FinTech but has the sole power to vote or direct the vote of 47,027 or 7.18% of the shares of Common Stock outstanding as of February 28, 2025.

(b)

Atlas FinTech has beneficial ownership of 126,151 shares of Common Stock or 19.27% of the Common Stock of the Issuer based upon 654,635 shares of Common Stock outstanding as of February 28, 2025. AtlasBanc holds a 37.3% ownership interest in Atlas FinTech but has the sole power to vote or direct the vote of 47,027 or 7.18% of the shares of Common Stock outstanding as of February 28, 2025.

Item 7.

Material to be Filed as Exhibits.

Exhibit A - Joint Filing Agreement among the Reporting Persons, dated April 4, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Atlas FinTech Holdings Corp.

Signature:	/s/ Craig Ridenhour
Name/Title:	Craig Ridenhour, Executive Vice President
Date:	04/04/2025

AtlasBanc Holdings Corp.

Signature:	/s/ John Schaible
Name/Title:	John Schaible, Chief Executive Vice President
Date:	04/04/2025