AtlasClear Holdings, Inc. announces an agreement to invest up to 45 million dollars in his company By Investing.com

TAMPA, Fla.–( BUSINESS WIRE )–AtlasClear Holdings, Inc. (AtlasClear Holdings or the Company) (NYSE: ATCH ) is excited to announce that it has secured an agreement with 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 $5 million expected in January 2025, subject to satisfaction of closing conditions.

We are very excited about this partnership and Hanire’s investment in AtlasClear Holdings. This is the culmination of the relationship between the company’s management and Director Hanire that we have developed over many years. The investment is expected to enable AtlasClear Holdings to achieve a number of our priorities, and we believe this is a real milestone 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 enhanced revenue opportunities for both parties. This is an exciting and synergistic deal, said Craig Ridenhour, president of AtlasClear Holdings.

The agreements signed with Hanire provide for an investment of up to $45 million in the form of a combination of equity and convertible debt, consisting of an investment of up to $5 million through the sale of 20 million common shares and a convertible loan for the remainder of the investment, including an initial advance of $5 million and additional advances which are subject to the achievement of certain goals. The loan will be 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 part of the convertible loan is subject to receipt of shareholder approval of the issuance of shares by the Company.

The company believes the investment will enable AtlasClear Holdings to achieve a number of strategic objectives, including:

• Enable the restructuring of the Company’s current debt structure with better terms and less dilution to existing shareholders
• To increase the share capital of its wholly owned subsidiary, Wilson-Davis & Co., Inc. (Wilson-Davis), which will enable Wilson-Davis to expand its correspondent clearing business and accelerate additional business lines.
• Allow the Company to move forward with a formal filing with the Federal Reserve for the proposed acquisition of Commercial Bancorp of Wyoming, while providing additional capital for the bank upon potential approval.
• Secure capital for targeted, growth acquisitions.

We believe that this is a great day for our company and our shareholders. It is a thoughtfully structured deal that we believe brings more capital to the company as we restructure our debt, hopefully achieve profitability and deliver the capital required for our proposed bank acquisition upon approval. We fully believe that this investment will strengthen our capital base, reduce potential dilution and position our company to maximize our long-term shareholder value. We were 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 high-tech financial services company that would create a more efficient platform for trading, clearing, settlement and banking of innovative financial products in development with a focus on small and mid-market financial services companies. AtlasClear Holdings’ strategic objective 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 is comprised of respected financial services industry veterans 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. In addition, Wilson-Davis is a member of the DTCC as well as the National Securities Clearing Corporation. With 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 operating through its wholly owned subsidiary, Farmers State Bank (FSB), serving the Pine Bluffs, WY community since 1915. It has focused most of its services on private and corporate banking. 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 AtlasClear Holdings’ current views regarding, among other things, 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 “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable, ” future,” “intention,” “perhaps,” “prospect,” “plan,” “potential,” “proposed,” “anticipate,” “project,” “seek,” “should,” “aim,” ” trends”, “will”, “would” and similar expressions and phrases Forward-looking statements contained in this communication include, but are not limited to, statements about (i) the closing of all or any part of the Hanire investment, (ii) AtlasClear Holdings’ expectations regarding the benefits of the Hanire investment, including its the ability to enable AtlasClear Holdings to achieve a number of its strategic objectives, achieve profitability, deliver the capital required for the proposed bank acquisition upon approval, strengthen its capital base, reduce potential dilution and position the company to maximize long-term value shareholders, (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 press 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 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 of the assumptions prove incorrect, actual results could differ in material respects from those anticipated in these forward-looking statements. Factors that may cause actual results to differ may occur from time to time, and not all of them can be predicted.

Such factors include, but are not limited to: any failure by Hanira to deliver capital tranches on schedule or at all; any failure of the Company to complete the key steps necessary to receive capital tranches on a timely basis, or at all; the Company’s failure to realize the expected benefits of the capital investment, such as achieving profitability, delivering the capital required for the proposed bank acquisition upon approval, strengthening the capital base, reducing potential dilution and positioning the Company to maximize long-term shareholder value; the failure of AtlasClear Holdings to satisfy the closing conditions of any equity tranche, including receipt of shareholder approval; AtlasClear’s inability to successfully integrate and/or realize the anticipated benefits of the Wilson-Davis acquisition and the technology acquired from Pacsquare Technologies LLC (“ Transaction (JO:)”); failure to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, AtlasClear Holdings’ ability to maintain relationships with customers and suppliers and strategic alliances with third parties, and to retain its management and key employees; the inability of AtlasClear Holdings to integrate and take advantage of the transaction and other potential changes in general economic or political conditions; changes in the markets that AtlasClear Holdings targets; a slowdown in the trading of securities or cryptocurrencies or changes in laws applicable to AtlasClear Holdings or any regulatory or judicial interpretations thereof; a delay in the timely filing of the transition report described herein; the risk that additional or different information becomes known prior to the expected filing of the transition report, and other factors, risks and uncertainties, including those involved 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 and by its subsequent filings with the SEC. AtlasClear Holdings cautions that the foregoing list of factors is not exhaustive. All forward-looking statements made in this communication speak only as of the date of this announcement. Plans, intentions or expectations expressed in forward-looking statements may not materialize and no one should place undue reliance on such forward-looking statements. AtlasClear Holdings undertakes no 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 applicable securities laws.

See the original version on businesswire.com: https://www.businesswire.com/news/home/20241231860421/en/

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AtlasClearPR@atlasclear.com

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Source: AtlasClear