SCHEDULE 13G/A: Chardan Entities and Executives Disclose Updated Beneficial Ownership in AtlasClear Holdings Post-Reverse Stock Split

Chardan Quantum LLC, Chardan Capital Markets LLC, and key executives Jonas Grossman and Steven Urbach have filed an amended Schedule 13G, detailing their beneficial ownership in AtlasClear Holdings, Inc. following a 1-for-60 reverse stock split.

Summary

• Chardan Quantum LLC beneficially owns 5.0% of AtlasClear Holdings, Inc. common stock, representing 20,510 shares issuable upon exercise of Private Warrants.
• Chardan Capital Markets LLC (CCM) beneficially owns 5.5% of AtlasClear Holdings, Inc. common stock, representing approximately 22,545 shares issuable upon conversion of an amended and restated convertible promissory note (the "Chardan Note").
• Jonas Grossman, as managing member of Chardan Quantum and a member of CCM, beneficially owns 9.9% of the common stock, totaling 43,056 shares derived from both Private Warrants and the Chardan Note.
• Steven Urbach, a member of CCM, beneficially owns 5.5% of the common stock, totaling 22,545 shares from the Chardan Note.
• Kerry Propper has ceased to be a reporting person, holding 0% beneficial ownership, following an October 2024 agreement to not exercise voting or investment discretion over CCM-held public companies.
• The beneficial ownership percentages are calculated based on 387,920 shares of common stock outstanding as of December 31, 2024, which reflects a 1-for-60 reverse stock split effected on that date from 23,275,171 shares outstanding as of November 15, 2024.
• Both the Private Warrants and the Chardan Note contain blocking provisions preventing conversion or exercise if it would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's common stock outstanding; these provisions limited the exercise of the Chardan Note as of February 13, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding the company's performance or prospects. It is neutral in tone and content.

Positives

• The filing provides increased transparency regarding significant beneficial ownership by key financial entities and individuals in AtlasClear Holdings, Inc.
• The existence of blocking provisions in the warrants and convertible note helps prevent any single holder from immediately exceeding a 9.99% ownership threshold, which can be a positive for corporate governance by limiting potential control shifts without further disclosure.

Negatives

• The blocking provisions limited the exercise of the Chardan Note as of February 13, 2025, indicating that the full potential conversion was restricted at that time for Chardan Capital Markets LLC and related individuals.

Risks

• The blocking provisions in the Private Warrants and Chardan Note limit the ability of holders to convert or exercise if it would result in ownership exceeding 9.99% of the Issuer's Common Stock, which could affect the liquidity or strategic flexibility for these specific holders regarding their investment.

Future Outlook

NA

Industry Context

This Schedule 13G filing provides transparency into the significant beneficial ownership stakes held by Chardan entities and their executives in AtlasClear Holdings, Inc. Such filings are standard disclosures for investors crossing certain ownership thresholds and do not inherently reflect broader industry trends beyond the specific investment strategies of the reporting entities.

Management Changes

Corporate Governance

Related Party Transactions

• The beneficial ownership stakes held by Chardan Quantum LLC and Chardan Capital Markets LLC are directly linked to Jonas Grossman and Steven Urbach, who are managing members or members of these entities, indicating a consolidated interest.
• Jonas Grossman's beneficial ownership combines shares from both Chardan Quantum LLC's Private Warrants and Chardan Capital Markets LLC's Chardan Note.
• Steven Urbach's beneficial ownership is through Chardan Capital Markets LLC's Chardan Note.
• Kerry Propper, previously a member of Chardan Capital Markets LLC, had an agreement in October 2024 regarding voting and investment discretion, leading to his cessation as a reporting person.

Stakeholder Impact

• Shareholders: Provides transparency on significant ownership stakes, which can influence perceptions of control and stability within the company.
• Investors: Offers insight into the holdings of institutional investors and key individuals, which can be a factor in investment decisions and understanding the shareholder base.

Next Steps

• The remaining Reporting Persons (Chardan Quantum LLC, Chardan Capital Markets LLC, Jonas Grossman, and Steven Urbach) will continue filing statements regarding their beneficial ownership of AtlasClear Holdings securities as required by applicable law.

Key Dates

Keywords

AtlasClear Holdings, Schedule 13G, Beneficial Ownership, Chardan Quantum LLC, Chardan Capital Markets LLC, Jonas Grossman, Steven Urbach, Kerry Propper, Common Stock, Private Warrants, Convertible Promissory Note, Reverse Stock Split, SEC Filing, Investment Disclosure