| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AtlasClear Holdings, Inc. [ ATCH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/23/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/23/2024 | J | 46,471(1) | A | $17.29 | 84,911 | D | |||
| Common Stock | 08/23/2024 | J | 2,565(2) | A | $51.72 | 107,202 | D | |||
| Common Stock | 11/18/2024 | S | 6,250(3) | D | $15.93 | 100,952 | D | |||
| Common Stock | 11/19/2024 | S | 2,083(4) | D | $12.99 | 98,869 | D | |||
| Common Stock | 01/22/2025 | J | 27,282(5) | A | $4.64 | 126,151 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents restricted shares of Common Stock issued to the Reporting Person at a price of $17.29 per share to satisfy approximately $803,000 of previous cash advances by the Reporting Person to the Issuer to cover costs and expenses with a Business Combination Agreement. |
| 2. Represents additional restricted shares of Common Stock issued to the Reporting Person as consideration for advancing the Issuer 19,727 shares of registered Common Stock to satisfy accrued interest obligations to third party convertible noteholders. |
| 3. Represents aggregate open market sales on this date at a weighted average price of $15.93 with a range of sale prices of $13.37 to $17.48. The Reporting Person undertakes to provide the SEC staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price upon request. |
| 4. Represents aggregate open market sales on this date at a weighted average price of $12.99 with a range of sale prices of $12.24 to $13.23. The Reporting Person undertakes to provide the SEC staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price upon request. |
| 5. Represents shares of restricted Common Stock issued to the Reporting Person by the Issuer in consideration and satisfaction of $126,667 of funds previously advanced to the Issuer. |
| Remarks: |
| Note: All amounts are adjusted to reflect a 60-1 reverse stock split effective January 2, 2025. |
| Atlas FinTech Holdings Corp. By: /s/ John Schaible, CEO | 04/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||