Sec Form 4 Filing - Atlas Fintech Holdings Corp. @ AtlasClear Holdings, Inc. - 2024-08-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Atlas Fintech Holdings Corp. 2. Issuer Name and Ticker or Trading Symbol AtlasClear Holdings, Inc. [ ATCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ATLASCLEAR HOLDINGS, INC., 4030 HENDERSON BLVD., SUITE 712 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2024 (Street) TAMPA, FL33629 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acqui red (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atlas Fintech Holdings Corp. C/O ATLASCLEAR HOLDINGS, INC. 4030 HENDERSON BLVD., SUITE 712 TAMPA, FL33629 X Signatures Atlas FinTech Holdings Corp. By: /s/ John Schaible, CEO 04/04/2025 Signature of Reporting Person Date

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.

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).

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