| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
AtlasClear Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
128745106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 128745106 |
| 1 | Names of Reporting Persons Chardan Quantum LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,510.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
1. The amounts reported in rows 5, 7 and 9 above consist of 20,510 shares of Common Stock issuable upon exercise of warrants held by Chardan Quantum LLC (the "Private Warrants"). The Private Warrants are currently exercisable for a total of 20,510 shares of Common Stock and contain provisions preventing their exercise to the extent that such exercise would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's Common Stock outstanding immediately after giving effect to such exercise. As of the close of business on February 13, 2025, these blocking provisions did not limit the exercise of the Private Warrants.
2. Percentage ownership is calculated based on (i) 387,920 shares of Common Stock outstanding as of December 31, 2024, which equals 23,275,171 shares of Comon Stock outstanding as of November 15, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2024 as adjusted for the 1-for-60 reverse stock split effected on December 31, 2024, plus (ii) 20,510 shares of Common Stock underlying the Private Warrants within 60 days of this Statement. The reported percentage gives effect to the blocking provisions described in footnote (1) above.
SCHEDULE 13G |
| CUSIP No. | 128745106 |
| 1 | Names of Reporting Persons Chardan Capital Markets LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEW YORK | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,545.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) BD |
Comment for Type of Reporting Person:
1. The amounts reported in rows 5, 7 and 9 above consist of approximately 22,545 shares of Common Stock issuable upon conversion of an amended and restated convertible promissory note held by Chardan Capital Markets, LLC (the "Chardan Note"), based on an assumed conversion price of $3.1982 which is 95% of the VWAP of the Common Stock pre-market on February 12, 2025. The Chardan Note is convertible at the election of the holder at a conversion price equal to 95% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date. The Chardan Note contains provisions preventing its conversion to the extent that such conversion would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's Common Stock outstanding immediately after giving effect to such conversion. As of the close of business on February 13, 2025, these blocking provisions limited the exercise of the Chardan Note.
2. Percentage ownership is calculated based on (i) 387,920 shares of Common Stock outstanding as of December 31, 2024, which equals 23,275,171 shares of Comon Stock outstanding as of November 15, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2024 as adjusted for the 1-for-60 reverse stock split effected on December 31, 2024, plus (ii) approximately 22,545 shares of Common Stock underlying the Chardan Note that are convertible within 60 days of this Statement. The reported percentage gives effect to the blocking provisions described in footnote (1) above.
SCHEDULE 13G |
| CUSIP No. | 128745106 |
| 1 | Names of Reporting Persons Jonas Grossman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 43,056.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
1. The amounts reported in rows 5, 7 and 9 consist of (i) 20,510 of the shares of Common Stock issuable upon exercise of Private Warrants and (ii) approximately 22,545 shares of Common Stock issuable upon conversion of the Chardan Note, based on an assumed conversion price of $3.1982, which is 95% of the VWAP of the Common Stock pre-market on February 12, 2025. The Chardan Note is convertible at the election of the holder at a conversion price equal to 95% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date. The Private Warrants and Chardan Note are currently exercisable/convertible and contain provisions preventing their exercise or conversion to the extent that such exercise or conversion would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's Common Stock outstanding immediately after giving effect to such exercise or conversion. As of the close of business on February 13, 2025, these blocking provisions limited the exercise of the Private Warrants or the Chardan Note.
2. Percentage ownership is calculated based on (i) 387,920 shares of Common Stock outstanding as of December 31, 2024, which equals 23,275,171 shares of Comon Stock outstanding as of November 15, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2024 as adjusted for the 1-for-60 reverse stock split effected on December 31, 2024, (ii) 20,510 shares of Common Stock underlying the Private Warrants exercisable within 60 days of this Statement and (iii) approximately 22,545 shares of Common Stock issuable upon the conversion of the Chardan Note within 60 days of this Statement. The reported percentage gives effect to the blocking provisions described in footnote (1) above.
SCHEDULE 13G |
| CUSIP No. | 128745106 |
| 1 | Names of Reporting Persons Steven Urbach | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,545.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
1. The amounts reported in rows 5, 7 and 9 consist of approximately 22,545 shares of Common Stock issuable upon conversion of the Chardan Note, based on an assumed conversion price of $3.1982, which is 95% of the VWAP of the Common Stock pre-market on February 12, 2025. The Chardan Note is convertible at the election of the holder at a conversion price equal to 95% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date. The Chardan Note contains provisions preventing its conversion to the extent that such conversion would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's Common Stock outstanding immediately after giving effect to such conversion. As of the close of business on February 13, 2025, these blocking provisions limited the exercise of the Chardan Note.
2. Percentage ownership is calculated based on 387,920 shares of Common Stock outstanding as of December 31, 2024, which equals 23,275,171 shares of Comon Stock outstanding as of November 15, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2024 as adjusted for the 1-for-60 reverse stock split effected on December 31, 2024, plus (ii) approximately 22,545 shares of Common Stock underlying the Chardan Note that are convertible within 60 days of this Statement. The reported percentage gives effect to the blocking provisions described in footnote (1) above.
SCHEDULE 13G |
| CUSIP No. | 128745106 |
| 1 | Names of Reporting Persons Kerry Propper | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
1. In October 2024, Kerry Propper executed a letter agreement to which Mr. Propper agreed not to exercise any voting or investment discretion with respect to any publicly traded companies held by CCM. As a result, Mr. Propper shall cease to be a reporting person immediately after the filing of this Amendment No. 1. The remaining Reporting Persons will continue filing as a group statements with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
2. Percentage ownership is calculated based on 387,920 shares of Common Stock outstanding as of December 31, 2024, which equals 23,275,171 shares of Comon Stock outstanding as of November 15, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2024 as adjusted for the 1-for-60 reverse stock split effected on December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: AtlasClear Holdings, Inc. | |
| (b) | Address of issuer's principal executive
offices: 2203 Lois Ave., Ste. 814 Tampa, FL, 33607 | |
| Item 2. | ||
| (a) | Name of person filing: This Statement is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"):
(i) Chardan Quantum LLC, a Delaware limited liability company ("Chardan Quantum");
(ii) Chardan Capital Markets LLC, a New York limited liability company ("CCM");
(iii) Mr. Jonas Grossman ("Mr. Grossman"), a citizen of the United States of America, managing member of Chardan Quantum and a member of CCM;
(iv) Mr. Steven Urbach ("Mr. Urbach"), a citizen of the United States of America and a member of CCM; and
(v) Mr. Kerry Propper ("Mr. Propper"), a citizen of the United States of America and a member of CCM. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of Chardan Quantum and Mr. Grossman is 1 East Putman Avenue, 4th Floor, Greenwich, CT 06830. The principal business address of each of CCM, Mr. Urbach and Mr. Propper is One Pennsylvania Plaza, Suite 4800, New York, New York 10119 | |
| (c) | Citizenship: See Item 2(a) above. | |
| (d) | Title of class of securities: Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 128745106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The shares reported in this Schedule 13G consist of (i) 20,510 of the shares of Common Stock issuable upon exercise of Private Warrants and (ii) approximately 22,545 of the shares of Common Stock issuable upon conversion of the Chardan Note, based on an assumed conversion price of $3.1982, which is 95% of the VWAP of the Common Stock pre-market on February 12, 2025. The Chardan Note is convertible at the election of the holder at a conversion price equal to 95% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date. The Private Warrants and Chardan Note are currently exercisable/convertible and contain provisions preventing their exercise or conversion to the extent that such exercise or conversion would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's Common Stock outstanding immediately after giving effect to such exercise or conversion. As of the close of business on February 13, 2025, these blocking provisions limited the exercise of the Private Warrants or the Chardan Note. Mr. Grossman, as managing member of Chardan Quantum, may be deemed to beneficially own the shares (including shares underlying Private Warrants) held directly by Chardan Quantum, representing 5.0% of the Issuer's Common Stock outstanding immediately after giving effect to such exercise. Each of Mr. Grossman and Mr. Urbach, as the members of CCM, may be deemed to beneficially own the shares underlying the Chardan Note held directly by CCM, representing approximately 5.5% of the Issuer's Common Stock outstanding immediately after giving effect to such conversion. In October 2024, Kerry Propper executed a letter agreement to which Mr. Propper agreed not to exercise any voting or investment discretion with respect to any publicly traded companies held by CCM. As a result, Mr. Propper shall cease to be a reporting person immediately after the filing of this Amendment No. 1. The remaining Reporting Persons will continue filing statements with respect to their beneficial ownership of securities of the Issuer as a group to the extent required by applicable law. | |
| (b) | Percent of class: See item 4(a) above. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 1. Chardan Quantum: 20,510 shares of Common Stock;
2. CCM: 22,545 shares of Common Stock;
3. Mr. Grossman: 43,056 shares of Common Stock;
4. Mr. Urbach: 22,545 shares of Common Stock; and
5. Mr. Propper: 0 shares of Common Stock. | ||
| (ii) Shared power to vote or to direct the
vote: N/A | ||
| (iii) Sole power to dispose or to direct the
disposition of: 1. Chardan Quantum: 20,510 shares of Common Stock;
2. CCM: 22,545 shares of Common Stock;
3. Mr. Grossman: 43,056 shares of Common Stock;
4. Mr. Urbach: 22,545 shares of Common Stock; and
5. Mr. Propper: 0 shares of Common Stock. | ||
| (iv) Shared power to dispose or to direct the
disposition of: N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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