AtlasClear Holdings has secured an agreement from Hanire LLC to invest up to $45 million into the Company, through a combination of equity and convertible debt in a milestone based series of 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 the investment being made into AtlasClear Holdings by Hanire. This is the culmination of a relationship between Management of the Company and the Principals of Hanire that we have been developing over the course of many years. The investment is expected to allow AtlasClear Holdings to accomplish a number of our priorities, and we believe it is a real turning point for our Company. For Hanire, AtlasClear Holdings provides an expanding platform that will assist it with 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, AtlasClear Holdings.

The agreements signed with Hanire provide for an up-to-$45 million investment in the form of a combination of equity and convertible debt, comprised of an up-to-$5 million equity investment through the sale of 20 million shares of common stock and a convertible loan for the balance of the investment, including an initial advance of $5 million and additional advances subject to the achievement of specified milestones. 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 portion of the convertible loan is subject to the Company’s receipt of stockholder approval of the issuance of the shares.

The Company believes the investment will allow AtlasClear Holdings to achieve a number of strategic goals, including:

• Allow for the restructuring of the current debt structure of the Company with better terms and less dilution to existing stockholders
• Increase the capital base at its wholly-owned subsidiary, Wilson-Davis & Co., Inc. (“Wilson-Davis”), thereby allowing Wilson-Davis to expand its correspondent clearing business and accelerate additional business lines.
• Allow the Company to move forward with the formal filings with the Federal Reserve for the proposed acquisition of Commercial Bancorp of Wyoming while providing additional capital for the bank upon a potential approval
• Provide capital for targeted, accretive acquisitions.

“We believe this is a tremendous day for our Company and our stockholders. It’s a thoughtfully structured deal that we believe delivers more capital into the Company as we restructure our debt, hope to achieve profitability, and deliver the capital needed for our proposed bank acquisition upon approval. In full, we believe this investment will solidify our capital foundation, reduce potential dilution, and position our Company to maximize our long-term stockholder value. We took great care to find the right investment partner to help us grow,” said Mr. Ridenhour.