ATLASCLEAR HOLDINGS, INC., S-1/A filed on 11/26/2025
Securities Registration Statement
v3.25.3
Document And Entity Information
3 Months Ended
Sep. 30, 2025
Document And Entity Information  
Document Type S-1/A
Entity Registrant Name ATLASCLEAR HOLDINGS, INC.
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001963088
Amendment Flag true
Amendment Description AMENDMENT NO. 1
v3.25.3
CONSOLIDATED BALANCE SHEETS
Jun. 30, 2025
USD ($)
ASSETS  
Cash and cash equivalents $ 7,533,690
Cash segregated - customers 21,874,954
Cash segregated - PAB 200,575
Receivables - broker-dealers and clearing organizations 4,179,625
Receivables - customers, net of allowance for credit losses of $401,128 320,815
Other receivables 251,099
Prepaids 573,175
Trading securities, market value, net 5
Total Current Assets 34,933,938
Operating lease right to use lease asset 179,267
Customer list, net 12,932,106
Goodwill 6,142,525
Pacsquare asset purchase 1,785,104
Bank acquisition deposit 63,645
Cash deposits - broker-dealers and clearing organizations 4,265,000
Other assets 591,248
TOTAL ASSETS 60,892,833
LIABILITIES AND STOCKHOLDERS' DEFICIT  
Payables to customers 23,935,348
Accounts and payables to officers/directors 199,088
Accounts payable and accrued expenses 6,194,311
Payables - broker-dealers and clearing organizations 497,660
Commissions, payroll and payroll taxes 395,214
Current portion of lease liability 111,983
Promissory notes 1,207,797
Current portion of long-term merger financing, net 980,106
Merger financing payable 1,618,575
Tau agreement 539,787
Subscription agreement 2,489,945
Excise tax payable 2,611,618
Total Current Liabilities 41,003,400
Accrued contingent liability 100,000
Long-term secured convertible note, net 8,909,070
Long-term convertible notes, net 718,866
Derivative liability - warrants 123,062
Earnout - liability 11,369,000
Deferred income tax liability 3,366,137
Subordinated borrowings 1,930,000
Trading account deposit 100,000
Long-term lease liability 70,746
TOTAL LIABILITIES 67,690,281
Commitments and Contingencies (Note 9)
STOCKHOLDERS' DEFICIT  
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 500,000,000 shares authorized; 126,819,145 and 40,165,602 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively 4,016
Stock subscription receivable (41,089)
Additional paid-in-capital 135,763,445
Accumulated Deficit (142,523,820)
TOTAL STOCKHOLDERS' DEFICIT (6,797,448)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 60,892,833
Customer list  
ASSETS  
Intangible assets, net 12,932,106
Developed technology  
ASSETS  
Intangible assets, net 1,785,104
Merger financing  
LIABILITIES AND STOCKHOLDERS' DEFICIT  
Derivative liability 63,696
Convertible notes  
LIABILITIES AND STOCKHOLDERS' DEFICIT  
Derivative liability 103,185
Related Party  
LIABILITIES AND STOCKHOLDERS' DEFICIT  
Stock payable $ 55,087
v3.25.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Jun. 29, 2024
Jun. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS            
Allowance for credit losses $ 401,128 $ 401,128   $ 401,128    
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Preferred stock, shares authorized 25,000,000 25,000,000 25,000,000 25,000,000    
Preferred stock, shares issued 0 0   0    
Preferred stock, shares outstanding 0 0   0    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000 500,000,000 500,000,000    
Common stock, shares issued 126,819,145 40,165,603   207,585 12,455,157  
Common stock, shares outstanding 126,819,145 40,165,603   207,585 12,455,157  
v3.25.3
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Jun. 30, 2025
REVENUES                
Commissions $ 2,334,389 $ 1,383,828 $ 1,750,159   $ 2,679,673     $ 5,937,532
Vetting fees 371,700 365,383 340,050   499,125     1,459,321
Clearing fees 714,349 1,047,712 624,550   756,393     3,165,714
Net gain/(loss) on firm trading accounts (111) 1,711 6,390   10,046     6,580
Other revenue 830,263 5,448 9,650   56,246     287,465
TOTAL REVENUES 4,250,590 2,804,082 2,730,799   4,001,483     10,856,612
EXPENSES                
Compensation, payroll taxes and benefits 3,123,630 1,279,304 1,355,058   2,386,837     6,150,257
Data processing and clearing costs 584,250 611,646 843,824   1,299,527     2,104,107
Regulatory, professional fees and related expenses 250,573 1,095,819 112,216   11,649,470     4,137,631
Stock compensation - founder share transfer         1,462,650      
Communications 218,869 152,754 172,018   254,608     650,560
Occupancy and equipment 36,751 54,004 54,765   76,324     211,347
Transfer fees 48,160 51,590 54,807   75,425     210,423
Bank charges 58,718 55,901 52,077   88,253     223,938
Bad debt 40 639     2,474     398,826
Intangible assets amortization 355,795 307,191 337,911   791,375     1,362,446
Other 295,631 136,975 147,042   185,840     324,358
TOTAL EXPENSES 5,127,828 3,745,184 3,129,718 $ 577,313 18,270,309 $ 1,485,122   15,773,893
Loss from operations (877,238) (941,102) (398,919) (577,313) (14,268,826) (1,485,122)   (4,917,281)
OTHER INCOME/(EXPENSE)                
Interest income 486,357 606,758 587,637 8,458 1,195,081 8,458   1,996,399
Net gain on settlement       829,853 146,706 829,853    
Loss on AtlasClear asset acquisition     (17,845,813)   (86,392,769)      
Change in fair value, warrant liability derivative (61,531) 246,125 307,656 (184,594)   (123,062)   184,594
Change in fair value, convertible note derivative 52,873 (3,167,309) 992,152   3,585,902     (3,990,385)
Change in fair value, long-term and short-term note derivative 103,185 11,152,870 (3,101,057)   (11,208,055)     12,369,120
Change in fair value, contingent guarantee   (839,775) (3,256,863)   (3,256,863)   $ (839,775) (839,775)
Change in fair value, non-redemption agreement         (164,626)      
Change in fair value, WDCO sellers convertible notes               49,348
Change in fair value, earnout liability (116,000) (340,000) (1,115,000)   (1,335,000)     929,000
Change in fair value, subscription agreement 1,798,624 (34,841) (4,413,946)   (38,796)     (64,298)
Change in fair value, stock payable   (196,151)     (985,072)     (232,793)
Change in fair value, Tau agreement (334,549) 833,984           357,435
Extinguishment of accrued expenses     114,199   879,473      
Interest expense (1,434,210) (1,456,996) (3,210,786)   (3,732,178)     (8,081,938)
TOTAL OTHER INCOME/(EXPENSE) 283,909 11,710,887 (31,794,347) 1,381,185 (106,507,857) 2,744,170   10,408,193
NET INCOME/(LOSS) BEFORE INCOME TAXES (593,329) 10,769,785 (32,193,266) 803,872 (120,776,683) 1,259,048   5,490,912
Income tax (expense) benefit (153,035) 21,752 (563,736) 318,313 (569,736) 581,118   (259,381)
NET INCOME/(LOSS) $ (440,294) $ 10,748,033 $ (31,629,530) $ 485,559 $ (120,206,947) $ 677,930   $ 5,750,293
Basic weighted average common stock outstanding (in shares) 59,947,249 256,405            
Diluted weighted average shares outstanding (in shares) 59,947,249 1,892,470            
Basic net income (loss) per share, common stock (in dollars per share) $ (0.01) $ 41.92            
Diluted net loss per share, common stock (in dollars per share) $ (0.01) $ (1.9)            
Redeemable Common Stock                
OTHER INCOME/(EXPENSE)                
Basic weighted average common stock outstanding (in shares)         18,500      
Diluted weighted average shares outstanding (in shares)         18,500      
Basic net income (loss) per share, common stock (in dollars per share)         $ (609.72)      
Diluted net loss per share, common stock (in dollars per share)         $ (609.72)      
Non-redeemable Common Stock                
OTHER INCOME/(EXPENSE)                
Basic weighted average common stock outstanding (in shares)         178,651     5,987,645
Diluted weighted average shares outstanding (in shares)         178,651     5,987,645
Basic net income (loss) per share, common stock (in dollars per share)         $ (696.05)     $ 0.96
v3.25.3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)
Common Stock
ATLASCLEAR, INC
Common Stock
Pacsquare
Common Stock
Merger financing
Common Stock
Secured convertible notes
Common Stock
Additional Paid-in Capital
ATLASCLEAR, INC
Additional Paid-in Capital
Pacsquare
Additional Paid-in Capital
Merger financing
Additional Paid-in Capital
Secured convertible notes
Additional Paid-in Capital
Subscription Receivable
Accumulated Deficit
ATLASCLEAR, INC
Pacsquare
Merger financing
Secured convertible notes
Tau Agreement
Total
Beginning balance at Dec. 31, 2023         $ 8             $ (11,512,884)           $ (11,512,876)
Beginning balance (in shares) at Dec. 31, 2023         83,854                          
Stock Compensation Expense - Founder Shares transferred at closing                   $ 1,462,650               1,462,650
Founder Shares transferred at closing to non-redemption agreement holders                   1,606,279               1,606,279
Founder Shares transferred at closing as consideration for Wilson Davis Acquisition                   6,000,000               6,000,000
Founder Shares and warrants transferred to Secured convertible note holders                   1,250,698               1,250,698
Shares issued to settle related party advances and promissory notes         $ 3         19,999,800   (15,422,234)           4,577,569
Shares issued to settle related party advances and promissory notes (in shares)         33,333                          
Common stock no longer subject to redemption                   1,195,566               1,195,566
Common stock no longer subject to redemption (in shares)         1,825                          
Shares issued as purchase consideration for the assets $ 7 $ 1       $ 44,399,993 $ 1,141,499           $ 44,400,000 $ 1,141,500        
Shares issued as purchase consideration for the assets (in shares) 74,000 5,600                                
Earnout shares granted as purchase consideration for the assets of AtlasClear, Inc.           31,347,000             31,347,000          
Accretion of Common Stock subject to Possible Redemption                       592,577           592,577
Excise taxes related to redemptions                       (539,471)           (539,471)
Shares issued to settled vendor obligations         $ 1         1,459,975               1,459,976
Shares issued to settled vendor obligations (in shares)         5,886                          
Shares issued as deposit for purchase of the Commercial Bank acquisition                   91,200               91,200
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares)         667                          
Shares issued as settlement of accrued interest         $ 1         210,549               210,550
Shares issued as settlement of accrued interest (in shares)         2,420                          
Net income (loss)                       (120,206,947)           (120,206,947)
Ending balance at Jun. 30, 2024         $ 21         110,165,209   (148,274,113)           $ (38,108,883)
Ending balance (in shares) at Jun. 30, 2024         207,585                         207,585
Common stock issued to for consulting services                   2,578               $ 2,578
Common stock issued to for consulting services (in shares)         200                          
Shares transferred by related parties as settlement for Company obligations under various financial instruments see Note 8                   2,412,930               2,412,930
Shares issued to related party as settlement in related party payable         $ 5         803,855               803,860
Shares issued to related party as settlement in related party payable. (in shares)         46,471                          
Shares issued to as additional consideration for delayed payment on merger financing notes                   16,340               16,340
Shares issued to as additional consideration for delayed payment on merger financing notes (in shares)         1,267                          
Shares issued to settle related party advances and promissory notes (in shares)                                 38,500  
Shares issued as purchase consideration for the assets   $ 1         122,299             122,300        
Shares issued as purchase consideration for the assets (in shares)   8,333                                
Shares issued under Tau agreement settled         $ 2         302,998 $ (154,619)             $ 148,381
Shares issued under Tau agreement settled (in shares)         24,092                       24,092  
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8)         $ 2         (2)                
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8) (in shares)         22,292                          
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares)                                   1,234,990
Net income (loss)                       10,748,033           $ 10,748,033
Ending balance at Sep. 30, 2024         $ 37         114,518,627 (154,619) (137,526,080)           (23,162,035)
Ending balance (in shares) at Sep. 30, 2024         370,760                          
Beginning balance at Jun. 30, 2024         $ 21         110,165,209   (148,274,113)           $ (38,108,883)
Beginning balance (in shares) at Jun. 30, 2024         207,585                         207,585
Common stock issued to for consulting services         $ 20         44,321               $ 44,341
Common stock issued to for consulting services (in shares)         203,625                          
Shares issued as conversion in principle on convertible notes     $ 3,493 $ 26 $ 273     $ 14,992,557 $ 509,523 4,574,727         $ 14,996,050 $ 509,549   4,575,000
Shares issued as conversion in principle on convertible notes (in shares)     34,931,855 258,678 2,736,391                          
Shares transferred by related parties as settlement for Company obligations under various financial instruments see Note 8             $ 2,412,930             $ 2,412,930        
Shares issued to related party as settlement in related party payable         $ 5         803,855               803,860
Shares issued to related party as settlement in related party payable. (in shares)         46,471                          
Shares issued to as additional consideration for delayed payment on merger financing notes                   16,340               16,340
Shares issued to as additional consideration for delayed payment on merger financing notes (in shares)         1,267                          
Shares issued to settle related party advances and promissory notes (in shares)                                 1,566,885  
Shares issued to settled vendor obligations         $ 1         66,503               66,504
Shares issued to settled vendor obligations (in shares)         11,085                          
Shares issued under stock promotion agreement         $ 10         19,040               19,050
Shares issued under stock promotion agreement (in shares)         100,000                          
Shares issued under Tau agreement settled         $ 156         1,911,314 (41,089)             1,870,381
Shares issued under Tau agreement settled (in shares)         1,566,885                       1,574,263  
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8)         $ 5         (5)                
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8) (in shares)         49,574                          
Shares issued as deposit for purchase of the Commercial Bank acquisition         $ 4         43,641               $ 43,645
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares)         36,070                         1,234,990
Commitment fee shares settled under the Tau agreement $ 1         81,191             81,192          
Commitment fee shares settled under the Tau agreement (in shares) 7,698                                  
Shares issued as purchase consideration for developed technology $ 1         $ 122,299             $ 122,300          
Shares issued as purchase consideration for developed technology (in shares) 8,333                                  
Rounding up for fractional shares in reverse stock split         86                          
Net income (loss)                       5,750,293           $ 5,750,293
Ending balance at Jun. 30, 2025         $ 4,016         135,763,445 (41,089) (142,523,820)           $ (6,797,448)
Ending balance (in shares) at Jun. 30, 2025         40,165,603                         40,165,603
Shares issued as conversion in principle on convertible notes     $ 1,592 $ 6,394       $ 2,678,845 $ 9,585,256           $ 2,680,437 $ 9,591,650    
Shares issued as conversion in principle on convertible notes (in shares)     15,922,008 63,944,332                            
Stock Compensation Expense - Founder Shares transferred at closing                   155,411               $ 155,411
Shares issued to settled vendor obligations         $ 20         39,980               40,000
Shares issued to settled vendor obligations (in shares)         200,000                          
Net income (loss)                       (440,294)           (440,294)
Ending balance at Sep. 30, 2025         $ 12,681         $ 149,848,705 $ (41,089) $ (142,964,114)           $ 6,856,183
Ending balance (in shares) at Sep. 30, 2025         126,819,145                         126,819,145
v3.25.3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
Shares issued to related party     $ 803,860 $ 803,860
Stock split 0.0167      
Convertible notes        
Conversion amount     325,000 4,580,000
Short-term Merger Financing        
Principal amount     359,896 500,000
Interest amount     $ 7,530  
Merger financing        
Conversion amount   $ 2,680,437   14,990,000
Principal amount       1,439,586
Interest amount       $ 256,091
v3.25.3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Cash Flows from Operating Activities:          
Net income (loss) $ (440,294) $ 10,748,033 $ (120,206,947)   $ 5,750,293
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Change in fair value of warrant liability derivative 61,531 (246,125)   $ 123,062 (184,594)
Change in fair value, convertible note derivative 52,873 (3,167,309) 3,585,904   (3,990,385)
Change in fair value, long-term and short-term note derivative (103,185) (11,152,870) 11,208,055   (12,369,120)
Change in fair value, contingent guarantee   839,775 3,256,863   839,775
Change in fair value of non-redemption agreement     164,626    
Change in fair value, WDCO sellers convertible notes         (49,348)
Change in fair value, earnout liability 116,000 340,000 1,335,000   (929,000)
Change in fair value, subscription agreement (1,798,624) 34,841 38,796   64,298
Change in fair value, stock payable   (196,151) 259,893   (232,793)
Change in fair value, Tau agreement (334,549) 833,984     357,435
Loss on AtlasClear asset acquisition     86,392,769    
Fee on sellers notes   16,340     16,340
Interest expense on convertible notes     1,896,714   7,276,092
Transaction costs paid with stock     1,401,937    
Stock based compensation 155,411 2,578 1,462,650   83,745
Other non-cash (gain) loss 61,438       693,552
Depreciation expense   4,569 7,565   16,080
Amortization of intangibles 355,795 307,191 791,375   1,362,446
Allowance for bad debt 40 639 2,474   398,826
Net lease payments 9 (249) 114   (2,432)
Interest earned on marketable securities held in Trust Account     (251,569) (2,028,921)  
Changes in operating assets and liabilities:          
Marketable securities     6,820    
Receivables from brokers & dealers (9,469,913) (583,869) 2,203,271   (2,846,319)
Receivables from customers (660,213) 652,455 (303,486)   104,143
Receivables from others (1,294) (57,235) (59,043)   18,981
Advances and Prepaid expenses 230,526 23,692 133,158 4,194 3,222
Cash deposits with clearing organization & other B/Ds (750,000)   21,664   (750,000)
Other assets (37,587)   49,041   (255,231)
Payables to customers 7,377,461 (153,100) (5,124,740)   3,772,375
Payables to officers & directors 153,448 42,357 98,048   (487,491)
Payable to brokers & dealers 1,237,883 15,323 (12,903)   492,745
Accounts payable and accrued expenses (920,453) 223,401 (1,066,430) 443,812 1,862,062
Commissions and payroll taxes payable (8,625) (51,617) 39,638   121,828
Trading deposits (1,430)       50
Deferred tax liability (160,986) 20,959 (43,484)   (315,549)
Net cash provided by (used for) operating activities (2,500,236) 175,607 (11,212,227) (785,611) 822,027
Cash Flows from Investing Activities:          
Cash withdrawn from Trust Account to pay franchise and income taxes     68,418    
Investment of cash into Trust Account     (160,000) (875,000)  
Cash withdrawn from Trust Account in connection with redemption     53,947,064 1,015,001  
Cash paid for purchase of Pacsquare (65,000) (65,000) (500,000)   (125,000)
Cash paid for extension of bankcorp agreement         (20,000)
Cash received from acquisition of Wilson-Davis     33,333,876    
Cash withdrawn from Trust Account for working capital purposes     1,195,565 148,523,642  
Cash paid to Wilson Davis shareholders     (8,092,568)    
Net cash used for investing activities (65,000) (65,000) 79,792,355 148,663,643 (145,000)
Cash Flows from Financing Activities:          
Proceeds from stock issuance   148,383     1,870,381
Proceeds from secured convertible note     6,000,000    
Transaction costs financed     5,002,968    
Repayment on subordinated debt         (20,000)
Repayment of promissory note (249,555)       (226,075)
Advances from related party     1,052,300 1,948,950  
Redemption of common stock     (53,947,064) (148,523,642)  
Net cash provided by financing activities 5,140,445 148,383 (41,891,796) (146,874,692) 1,624,306
Net Change in Cash 2,575,209 258,990 26,688,332 1,003,340 2,301,333
Cash at beginning of period 29,609,219 27,307,886 619,554   27,307,886
Cash at end of period 32,184,428 27,566,876 27,307,886 1,132,900 29,609,219
Supplemental cash flow information:          
Cash paid for income taxes       537,000  
Supplemental disclosure of non-cash investing and financing activities:          
Decrease in goodwill due to change in deferred tax liability   1,562,200     1,564,200
Shares issued under Tau agreement   441,524     205,238
Value of shares transferred by related parties to settle obligation   2,412,930     2,412,930
Shares issued to related party for settlement of accounts payable   803,860     803,860
Shares issued for commercial bank acquisition extension         43,645
Initial value of derivative included in merger financing   113,044     113,044
Shares issued for stock payable         27,100
Promissory note issued under insurance premium         489,381
Prepaid stock based compensation         19,050
Shares issued to settled advances from related party and notes payable related party, net of deemed dividend     4,577,569    
Transaction cost settled with subscription payable     2,386,851    
Fair value of equity treated earnout in AtlasClear, Inc asset acquisition     31,347,000    
Fair value of shares issued in AtlasClear, Inc asset acquisition     44,400,000    
Fair value of liability treated earnout in AtlasClear, Inc asset acquisition     10,963,000    
Fair value of shares transferred to Wilson Davis shareholders     6,000,000    
Short term notes issued to Wilson Davis shareholders     5,000,000    
Long term notes issued to Wilson Davis shareholders     7,971,197    
Initial value of derivative liability on convertible notes     1,668,731    
Fair value of shares transferred to Secured convertible note holders     1,250,698    
Redeemable shares transferred to permanent equity     1,195,566    
Non-redemption agreement re-classed to permanent equity     1,606,279    
Shares issued to purchase Pacsquare     1,226,500    
Shares issued as deposit for Commercial bank acquisition     91,200    
Excise tax related to redemptions     539,471 1,485,236  
Accretion of common stock subject to possible redemption     592,577 2,217,201  
Accounts payable settled with shares     64,376    
Interest settled with shares     210,550    
Interest settled with shares transferred by related party     48,750    
Cancellation of admin fees       $ 120,000  
Initial classification of non-redemption agreement liability     1,668,731    
Common stock issued to settled vendor obligations     64,376    
Convertible notes          
Supplemental disclosure of non-cash investing and financing activities:          
Shares issued for conversion         4,575,000
Secured convertible notes          
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Fee on sellers notes     1,500,000    
Supplemental disclosure of non-cash investing and financing activities:          
Shares issued for conversion 9,591,650       509,549
Short-term Merger Financing          
Supplemental disclosure of non-cash investing and financing activities:          
Shares issued for conversion 1,014,055       5,366,979
Merger financing          
Supplemental disclosure of non-cash investing and financing activities:          
Shares issued for conversion $ 1,666,382       1,695,676
Initial value of derivative included in merger financing   113,044      
Long-Term Notes          
Supplemental disclosure of non-cash investing and financing activities:          
Shares issued for conversion         7,933,395
Pacsquare          
Supplemental disclosure of non-cash investing and financing activities:          
Shares issued to purchase Pacsquare   $ 137,300 $ 1,226,500   $ 77,300
v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS    
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

AtlasClear Holdings, Inc. (formerly known as Calculator New Pubco, Inc.) (the “Company” or “AtlasClear Holdings”) is a Delaware corporation and, prior to the Business Combination (defined below), was a direct, wholly-owned subsidiary of Quantum FinTech Acquisition Corporation (“Quantum”). Quantum was incorporated in Delaware on October 1, 2020. Quantum was a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certain Business Combination Agreement dated November 16, 2022 (as amended, the “Business Combination Agreement”), among the Company, Quantum, Atlas FinTech Holdings Corp. (“Atlas FinTech”) and certain other parties. The transactions consummated as a result of the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings, Inc.” As a result, the operation history of Quantum survived the merger. Pursuant to the Business Combination Agreement, AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and completed the acquisition of broker-dealer Wilson-Davis & Co., Inc. (“Wilson-Davis”).

On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear purchased a proprietary trading platform with clearing and settlement capabilities that will be developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”).

AtlasClear Holdings’ goal is to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking, with evolving and innovative financial products that focus on financial services firms. AtlasClear Holdings is a fintech driven business-to-business platform that expects to power innovation in fintech, investing, and trading.

Wilson-Davis is a securities broker and dealer, dealing in over-the-counter and listed securities. Wilson-Davis is registered with the Securities and Exchange Commission (the “SEC”) and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Revenue is derived principally from Wilson-Davis’ operations in three areas: commission revenue, fee revenue and interest revenue.

Wilson-Davis has operations in Utah, Arizona, California, Colorado, Florida, New York, Oklahoma and Texas. Transactions for customers are principally in the states where the Company operates, however, some customers are located in other states in which the Company is registered. Principal trading activities are conducted with other broker dealers throughout the United States.

Reverse Stock Split and Authorized Share Increase

On December 31, 2024, the Company effected a 1-for-60 reverse stock split of its common stock. As a result of the reverse stock split, every 60 shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, with any fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value of the common stock; however, the Company increased the number of authorized shares of its capital stock to 525,000,000 shares, consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and 25,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).

The reverse stock split has been applied retroactively in the accompanying consolidated financial statements and related disclosures for all periods presented. All share and per-share amounts, including earnings per share (“EPS”), have been adjusted accordingly to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.

The impact of the reverse stock split is summarized as follows:

The total number of issued and outstanding shares of common stock decreased from 12,455,157 to 207,585 as of June 30, 2024.
EPS and other per-share data were adjusted proportionally to reflect the reverse stock split.
The reverse stock split had no impact on the Company’s total stockholders’ equity, net income, or overall financial condition.

Management believes that the reverse stock split was necessary to regain compliance with stock exchange listing requirements and improve marketability of the stock.

Liquidity and Going Concern Considerations

As of September 30, 2025, the Company had incurred recurring operating losses and negative cash flows from operations since inception. These conditions, when considered in the aggregate, previously raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

Subsequent to September 30, 2025, the Company completed a financing transaction that alleviated this substantial doubt. On October 8, 2025, the Company entered into an amended and restated securities purchase agreement (the “Restated SPA”) with Funicular Funds, LP (“Funicular”), pursuant to which the Company issued and sold, for a purchase price of $10.0 million, an amended and restated secured convertible promissory note (the “Restated Note”) in the principal amount of $10,097,782. The Restated Note amends and restates the Company’s original $6.0 million secured convertible note issued to Funicular in February 2024 (the “Secured Convertible Note”). The Restated Note bears interest at 11% per annum, payable semi-annually in cash or in-kind at the Company’s option, matures on October 8, 2030, and is secured by a perfected security interest in substantially all of the Company’s assets and the assets of its subsidiaries.

In addition, on October 8, 2025, the Company entered into a securities purchase agreement (the “Equity SPA”) with certain institutional investors, including Funicular, pursuant to which the Company issued and sold units (“Units”), each consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $0.75 per share. The Units were sold at $0.60 per Unit for an aggregate sales price of $10 million, including $4.25 million converted from the Convertible Notes (as defined in Note 2 below). The closings of the issuances of the Restated Note and the Units occurred between October 9 and October 14, 2025.

The aggregate gross proceeds from these financings totaled approximately $15.75 million, after giving effect to the conversion of $4.25 million of Convertible Notes, and before deduction of placement agent fees and offering expenses. Management expects that these proceeds, together with projected cash flows from operations, will provide sufficient liquidity to fund the Company’s operations and satisfy its obligations as they become due for at least twelve months following the issuance of these condensed consolidated financial statements.

Accordingly, management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated as a result of the successful completion of these financing transactions.

Inflation Reduction Act of 2022

Any redemption or other repurchase of the Company’s Common Stock that occurs after December 31, 2022, including in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax payable under the Inflation Reduction Act of 1922. The Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022. As of September 30, 2025 and June 30, 2025 the excise tax payable is $2,673,056 and $2,611,618, respectively. As of the date of filing the Company has not paid the excise tax and, as such, the Company may be subject to interest and penalties.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

AtlasClear Holdings, Inc. (formerly known as Calculator New Pubco, Inc.) (the “Company” or “AtlasClear Holdings”) is a Delaware corporation and prior to the Business Combination (defined below), was a direct, wholly-owned subsidiary of Quantum FinTech Acquisition Corporation (“Quantum”). Quantum was incorporated in Delaware on October 1, 2020. Quantum was a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certain Business Combination Agreement, dated November 16, 2022 (as amended, the “Business Combination Agreement”), by and among the Company, Quantum, Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey. The transactions consummated as a result of the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings, Inc.” As a result, the operation history of Quantum survived the merger. Pursuant to the Business Combination Agreement, AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and the Broker-Dealer Acquisition Agreement (as defined in the Business Combination Agreement), AtlasClear completed the acquisition of broker-dealer, Wilson-Davis & Co., Inc. (“Wilson-Davis”).

On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and Master Services Agreement (the “Pacsquare Purchase Agreement”). On June 10, 2025, AtlasClear entered into an amended Software Development and License Agreement with Pacsquare, pursuant to which AtlasClear purchased a proprietary data management platform that was developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”).

AtlasClear Holdings’ goal is to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking, with evolving and innovative financial products such as crypto that focus on financial services firms. AtlasClear Holdings is a fintech driven business-to-business platform that expects to power innovation in fintech, investing, and trading.

AtlasClear does not meet the definition of a business and therefore was treated as an asset acquisition by AtlasClear Holdings. As such the assets contributed from Atlas FinTech and the net assets of AtlasClear were recognized at historical cost. ASC 350 prohibits the recognition of goodwill in an asset purchase with related parties.

Quantum was deemed the accounting acquirer based on the following factors: i) Quantum issued cash and shares of its common stock; ii) Quantum controlled the voting rights under the no redemption and the maximum contractual redemption scenarios; iii) Quantum had the largest minority voting interest; iv) Quantum has control over the board of directors of the post-combination company and most of senior management of the post-combination company are former officers of Quantum.

Wilson-Davis is a securities broker and dealer, dealing in over-the-counter and listed securities. Wilson-Davis is registered with the Securities and Exchange Commission (the “SEC”) and is a member of the Financial Industry Regulatory Authority.

Revenue is derived principally from Wilson-Davis’ operations in three areas: commission revenue, fee revenue and interest revenue.

Wilson-Davis has operations in Utah, Arizona, California, Colorado, Florida, New York, Oklahoma and Texas. Transactions for customers are principally in the states where the Company operates, however, some customers are located in other states in which the Company is registered. Principal trading activities are conducted with other broker dealers throughout the United States.

Reverse Stock Split and Authorized Share Increase

On December 31, 2024, the Company effected a 1-for-60 reverse stock split of its common stock. As a result of the reverse stock split, every 60 shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, with any fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value of the common stock however the Company increased the number of authorized shares to 525,000,000 shares, consisting of 500,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and 25,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).

The reverse stock split has been applied retroactively in the accompanying consolidated financial statements and related disclosures for all periods presented. All share and per-share amounts, including earnings per share (“EPS”), have been adjusted accordingly to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.

The impact of the reverse stock split is summarized as follows:

The total number of issued and outstanding shares of common stock decreased from 12,455,157 to 207,585 as of June 30, 2024.
Earnings per share and other per-share data were adjusted proportionally to reflect the reverse stock split.
The reverse stock split had no impact on the Company’s total stockholders’ equity, net income, or overall financial condition.

Management believes that the reverse stock split was necessary to regain compliance with stock exchange listing requirements and improve marketability of the stock.

Going Concern

As of June 30, 2025, the Company had $29,609,219 in its bank accounts and a working capital deficit of $6,069,462.

The Company has raised and intends to raise additional capital through loans or additional investments from its stockholders, officers, directors, or third parties. The Company’s officers and directors may, but are not obligated to loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the liquidity of the Company raises substantial doubt about the Company’s ability to continue as a going concern through the twelve months following the issuance of the financial statements. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. No adjustments have been made to the carrying amounts of assets or liabilities as a result of this uncertainty.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. As such the Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022. As of June 30, 2025, and June 30, 2024, the excise tax payable is $2,611,618 and $2,067,572, respectively. The June 30, 2025 balance includes $544,046 in penalties due to late filing and non payment of taxes as of June 30, 2025. As of the date of filing the Company has not paid the excise tax and as such the Company may be subject to interest and penalties which have been estimated and accrued.

Transition Period Comparative Data

On August 9, 2024, the board of directors of AtlasClear Holdings, Inc. (the “Company”) determined to change the Company’s fiscal year end from December 31 to June 30. Below is a summary of financial statements for the six-month transition period from January 1, 2024 to June 30, 2024 compared to the six month period ended June 30, 2023.

1.Consolidated Balance Sheets

    

June 30, 

    

June 30, 

2024

2023

ASSETS

 

 

(Unaudited)

Current assets

Cash and cash equivalents

$

6,558,176

$

1,132,900

Cash segregated - customers

 

20,548,972

 

Cash segregated - PAB

 

200,738

 

Receivables - broker-dealers and clearing organizations

 

1,333,306

 

Receivables - customers, net

 

823,784

 

Other receivables

 

64,842

 

Prepaid expenses

 

67,967

 

29,458

Trading securities, market value, net

 

55

 

Due from Atlas Clear

 

 

49,806

Total Current Assets

 

29,597,840

 

1,212,164

Operating lease right to use lease asset

 

326,336

 

Property and equipment, net

 

16,080

 

Customer list, net

 

14,150,856

 

Goodwill

 

7,706,725

 

Pacsquare asset purchase

 

1,726,500

 

Bank acquisition deposit

 

91,200

 

Cash deposits - broker-dealers and clearing organizations

 

3,515,000

 

Other assets

 

336,017

 

Marketable securities held in Trust Account

 

 

57,409,747

TOTAL ASSETS

$

57,466,554

$

58,621,911

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

 

  

 

  

Current liabilities

 

  

 

  

Payables to customers

$

20,162,973

$

Accounts and payables to officers/directors

 

686,579

 

Accounts payable and accrued expenses

 

5,393,912

 

5,181,488

Payables - broker-dealers and clearing organizations

 

4,915

 

Commissions, payroll and payroll taxes

 

273,386

 

Current portion of lease liability

 

149,499

 

Stock payable

 

259,893

 

Convertible notes, net

 

3,783,437

 

Secured convertible note, net

 

6,857,101

 

Promissory notes

 

852,968

 

Short-term merger financing, net

 

5,092,083

 

Contingent gurantee

3,256,863

Subscription agreement

 

2,425,647

 

Excise tax payable

 

2,067,572

 

Excise taxes payable

 

 

1,485,236

Stock payable - related party

55,087

Advance from related parties

 

 

1,968,116

Promissory note – related party

 

 

480,000

Total Current Liabilities

 

51,321,915

 

9,114,840

Accrued contingent liability

 

100,000

 

Long-term merger financing, net

 

7,606,561

 

Derivative liability - convertible notes

 

16,462,690

 

Derivative liability - warrants

 

307,656

 

307,656

Earnout - liability

 

12,298,000

 

Deferred income tax liability

5,245,886

Subordinated borrowings

 

1,950,000

 

Trading account deposit

 

100,000

 

Long-term lease liability

 

182,729

 

Total Liabilities

 

95,575,437

 

9,422,496

Commitments and Contingencies

Common stock subject to possible redemption

 

 

57,113,761

Stockholders’ Deficit

Preferred stock, $0.0001 par value;

 

 

Common stock, $0.0001 par value;

 

1,246

 

503

Additional paid-in capital

 

110,164,676

 

Accumulated deficit

 

(148,274,805)

 

(7,914,849)

Total Stockholders’ Deficit

 

(38,108,883)

 

(7,914,346)

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

$

57,466,554

$

58,621,911

2.Statements of consolidated Net Income (loss)

     

Three Months Ended

    

Six Months Ended

June 30, 

June 30,

2024

     

2023

2024

    

2023

REVENUES

Commissions

$

1,750,159

$

$

2,679,673

$

Vetting fees

 

340,050

 

499,125

Clearing fees

 

624,550

 

756,393

Net gain/(loss) on firm trading accounts

 

6,390

 

10,046

Other revenue

 

9,650

 

56,246

TOTAL REVENUES

 

2,730,799

 

 

4,001,483

 

EXPENSES

 

  

 

  

 

  

 

  

Compensation, payroll taxes and benefits

 

1,355,058

 

2,386,837

Data processing and clearing costs

 

843,824

 

1,299,527

Regulatory, professional fees and related expenses

 

112,216

 

11,649,470

Stock compensation - founder share transfer

 

 

1,462,650

Communications

 

172,018

 

254,608

Occupancy and equipment

 

54,765

 

76,324

Transfer fees

 

54,807

 

75,425

Bank charges

 

52,077

 

88,253

Intangible assets amortization

 

337,911

 

791,375

Other

 

147,042

 

185,840

Operating and formation costs

 

577,313

 

1,485,122

TOTAL EXPENSES

 

3,129,718

 

577,313

 

18,270,309

 

1,485,122

LOSS FROM OPERATIONS

 

(398,919)

(577,313)

(14,268,826)

(1,485,122)

OTHER INCOME/(EXPENSE)

Interest income

 

587,637

8,458

 

938,802

8,458

Interest earned on marketable securities held in Trust Account

 

727,468

 

256,279

2,028,921

Gain on sale of assets

 

146,706

 

146,706

Net gain on settlement

 

829,853

 

829,853

Loss on AtlasClear asset acquisition

 

(17,845,813)

 

(86,392,769)

Change in fair value of warrant liability derivative

 

307,656

(184,594)

 

(123,062)

Change in fair value, convertible note derivative

 

(992,152)

 

(3,585,902)

Change in fair value, long-term and short-term note derivative

 

(3,101,057)

 

(11,208,055)

Change in fair value of non-redemption agreement

 

 

 

(164,626)

Change in fair value of Contingent guarantee

(3,256,863)

(3,256,863)

Change in fair value of earnout liability

 

(1,115,000)

 

(1,335,000)

Change in fair value of subscription agreement

 

(4,413,946)

 

(38,796)

Extinguishment of stock payable

 

985,072

 

985,072

Extinguishment of accrued expenses

 

114,199

 

879,473

Interest expense

 

(3,210,786)

 

(3,732,178)

TOTAL OTHER INCOME/(EXPENSE)

 

(31,794,347)

 

1,381,185

 

(106,507,857)

 

2,744,170

Income before provision for income taxes

 

(32,193,266)

 

803,872

 

(120,776,683)

1,259,048

Provision for income taxes

 

563,736

 

(318,313)

 

569,736

(581,118)

Net income

$

(31,629,530)

$

485,559

$

(120,206,947)

$

677,930

3.Statements of consolidated cash flow

      

Six Months Ended June 30,

2024

      

2023

Cash Flows from Operating Activities:

Net income (loss)

$

(120,206,947)

$

677,930

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Change in fair value of warrant liability derivative

123,062

Change in fair value of non-redemption agreement

164,626

Loss on AtlsClear asset acquisition

86,392,769

Change in fair value, convertible note derivative

3,585,904

Change in fair value, long-term and short-term note derivative

11,208,055

Interest expense on convertible notes

1,896,714

Transaction costs paid with stock

1,401,937

Stock based compensation

1,462,650

Change in fair value, earnout liability

1,335,000

Fee on Secured convertible note

1,500,000

Change in operating lease expense

68,727

Change in fair value, contingent guarantee

3,256,863

Interest earned on marketable securities held in Trust Account

(251,569)

(2,028,921)

Change in fair value, subscription agreement

38,796

Depreciation expense

7,565

Amortization of intangibles

791,375

Bad debt expense

2,474

Changes in operating assets and liabilities:

Due from Atlas Clear

(49,806)

Income taxes payable

44,118

Marketable securities

6,820

Receivables from brokers & dealers

2,203,271

Receivables from customers

(303,486)

Receivables from others

(59,043)

Advances and Prepaid expenses

133,158

4,194

Cash deposits with clearing organization & other B/Ds

21,664

Change in operating lease right-of-use assets

(11,713)

Other assets

49,041

Payables to customers

(5,124,740)

Payables to officers & directors

98,048

Payable to brokers & dealers

(12,903)

Deferred tax liability

(43,484)

Accounts payable and accrued expenses

(1,066,430)

443,812

Commissions and payroll taxes payable

39,638

Stock Loan

259,893

Change in operatin lease right-of-use asset

(56,900)

Receivables from brokers & dealers

Receivables from customers

Net cash provided by (used in) operating activities

(11,212,227)

(785,611)

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay franchise and income taxes

68,418

Investment of cash into Trust Account

(160,000)

(875,000)

Cash withdrawn from Trust Account in connection with redemption

53,947,064

1,015,001

Cash paid for purchase of Pacsquare

(500,000)

Cash received from acquisition of Wilson-Davis

33,333,876

Cash withdrawn from Trust Account for working capital purposes

1,195,565

148,523,642

Cash paid to Wilson Davis shareholders

(8,092,568)

Net cash provided by (used in) investing activities

79,792,355

148,663,643

Cash Flows from Financing Activities:

Proceeds from secured convertible note

6,000,000

Transaction costs financed

5,002,968

Repayment of advances from related party

(300,000)

Advances from related party

1,052,300

1,948,950

Redemption of common stock

(53,947,064)

(148,523,642)

Net cash provided by (used in) financing activities

(41,891,796)

(146,874,692)

Net Change in Cash

26,688,332

1,003,340

Cash – Beginning

619,554

129,560

Cash – Ending

$

27,307,886

$

1,132,900

Supplementary cash flow information:

Cash paid for income taxes

$

$

537,000

Supplemental disclosure of non-cash investing and financing activities:

Shares issued to settled advances from related party and notes payable related party

 

$

4,577,569

$

Transaction cost settled with subscription payable

 

$

2,386,851

$

Fair value of equity treated earnout in AtlasClear, Inc asset acquisition

 

$

31,347,000

$

Fair value of shares issued in AtlasClear, Inc asset acquisition

 

$

44,400,000

$

Fair value of liability treated earnout in AtlasClear, Inc asset acquisition

 

$

10,963,000

$

Fair value of shares transferred to Wilson Davis shareholders

 

$

6,000,000

$

Short term notes issued to Wilson Davis shareholders

 

$

5,000,000

$

Long term notes issued to Wilson Davis shareholders

 

$

7,971,197

$

Common stock issued to settled vendor obligations

 

$

64,376

$

Fair value of shares transferred to Secured convertible note holders

 

$

1,250,698

$

Redeemable shares transferred to permanent equity

 

$

1,195,566

$

Non-redemption agreement re-classed to permanent equity

 

$

1,606,279

$

Shares issued to purchase Pacsquare

 

$

1,226,500

$

Shares issued as deposit for Commercial bank acquisition

 

$

91,200

$

Initial Classification of derivative liability – convertible notes

 

$

1,668,731

$

Interes settled with shares

$

210,550

$

Interest settled with shares transferred by related party

$

48,750

$

Cancellation of admin fees

 

$

$

120,000

Excise tax related to redemptions

 

$

539,471

$

1,485,236

Accretion of common stock subject to possible redemption

 

$

592,577

$

2,217,201

v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on September 30, 2025. The accompanying condensed balance sheet as of June 30, 2025

has been derived from the audited financial statements included in the Form 10-K/A. The interim results for the three months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending June 30, 2026 or for any future periods.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Impairment of Long-lived and Intangible Assets

The Company had no impairment charges during the three-month periods ended September 30, 2025 and 2024.

Net (Loss) Income per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period.

The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued and outstanding. For the three months ended September 30, 2025 and 2024, the calculation excludes the dilutive impact of warrants because none would be issued under the treasury method. For the three months ended September 30, 2025, the dilutive shares were excluded as including them would be antidilutive. For the three months ended September 30, 2024, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic net (loss) income per share of common stock (in dollars, except share amounts):

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Basic net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Denominator:

 

  

 

  

Basic weighted average common stock outstanding

 

59,947,249

 

256,405

Basic net (loss) income per common stock

$

(0.01)

$

41.92

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

Three Months Ended-

Three Months Ended-

    

September 30, 2025

    

September 30, 2024

Diluted net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Change in fair value of financial instruments

 

 

(12,655,000)

Interest on dilutive instruments

 

 

1,419,843

Allocation of net (loss) income, as adjusted

$

(440,294)

$

(487,124)

Denominator:

 

  

 

  

Dilutive weighted average common stock outstanding

 

59,947,249

 

256,405

If converted shares

 

 

1,636,065

 

59,947,249

 

1,892,470

Diluted net (loss) income per common stock

$

(0.01)

$

(1.90)

Below is a summary of the potentially dilutive instruments as of September 30, 2025 and 2024:

Description

    

September 30, 2025

    

September 30, 2024

Short Term Notes

 

 

817,513

Convertible notes - Chardan

 

 

321,066

Secured convertible note

 

670,307

 

436,705

Subscription agreement

 

1,195,986

 

46,978

Tau agreement

 

 

20,892

Stock payable

4,167

Debenture

3,888,887

Stock Based Compensation

1,973,684

Promissory note

576,616

5,691

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

8,305,480

 

1,653,012

 

 

Public Warrants

10,062,500

10,062,500

Private Warrants

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

 

600,000

Total excluded under treasury method – out of the money

 

16,215,625

 

16,215,625

During the three months period ended September 30, 2025, the Company issued convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $6,000,000. Under the terms of the Convertible Notes, if not sooner repaid, all outstanding principal and accrued but unpaid interest was to automatically convert, at the election of the holder, into shares of the same class of equity securities issued in the Company’s next qualified equity financing (“Qualified Financing”). A Qualified Financing was defined as the issuance and sale of the Company’s capital stock resulting in gross proceeds of at least $10.0 million, excluding any indebtedness converted in such financing.

Upon a Qualified Financing, the Convertible Notes were convertible into that number of shares of equity securities equal to (x) the outstanding principal and accrued interest divided by (y) the price per share of the equity securities issued in the Qualified Financing, and otherwise on the same terms as those securities.

As of September 30, 2025, no Qualified Financing had occurred, and therefore no shares were issuable or outstanding related to the Convertible Notes. The conversion feature represents a contingent right to receive shares upon a future event. Accordingly, shares issuable upon conversion of the Convertible Notes have been excluded from the computation of diluted net loss per share because the contingency had not been satisfied as of the reporting date. In October 2025, upon the consummation of the transactions contemplated by the Equity SPA, $4.25 million payable by the Company under the Convertible Notes was converted into Units, and the remaining balance of the Convertible Notes was paid in full.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At September 30, 2025, the Company had no amounts in excess of the FDIC limit.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 12).

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

On August 9, 2024, the Company changed its fiscal year-end from December 31 to June 30. As a result, the prior year reflects a transition period of six months, from January 1, 2024, to June 30, 2024, as previously reported in our Form 10-KT filed with the SEC on October 16, 2024.

The current fiscal year covers the twelve-month period from July 1, 2024, to June 30, 2025. As such, the periods presented in this Form 10-K are not directly comparable due to the difference in reporting periods.

Where appropriate, we have included supplemental unaudited pro forma information and comparative commentary to aid in understanding period-over-period performance trends.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the private warrant liabilities, the fair value of the Subscription Agreement, the fair value of the derivatives included in the convertible notes, the secured convertible note, the merger financing, the short-term merger financing, the long-term merger financing, the fair value of the earnout liability, realization of deferred tax assets and the useful life of its intangible assets. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all operating accounts that hold money market funds held and short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Trading Securities

Securities held in the Company’s trading account and trading securities sold not yet purchased, consist primarily of over-the-counter securities and are valued based upon quoted market prices. The value of securities that are not readily marketable are estimated by management based upon quoted prices, the number of market makers, trading volume and number of shares held. Unrealized gains and losses are reflected in income in the financial statements.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation on property and equipment is provided using accelerated and straight-line methods over expected useful lives of three to seven years.

Leases

The Company leases office space under the terms of several operating leases. The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.

Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since the Company’s leases do not provide implicit rates, to determine the present value of lease payments, management uses the Company’s estimated incremental borrowing rate based on the information available at lease commencement.

Goodwill

Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. The Company evaluated goodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill impairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value of the reporting unit using income models. The models contain significant assumptions and accounting estimates about discount rates, future cash flows, that could materially affect operating results or financial position if they were to change significantly in the future and could result in an impairment. The Company perform our goodwill impairment assessment whenever events or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow estimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections at the date of evaluation. As of June 30, 2025 and 2024, the carrying value of goodwill was $6,142,525 and $7,706,725, respectively, as described in Note 10.

Intangible Assets

Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Intangible assets comprise of developed technology and customer relationships (See Note 10 and 12). Developed technology and customer list are amortized using the straight-line method over the ten-year and twelve-year estimated useful lives of the assets, respectively. As of June 30, 2025 and 2024, the carrying value of developed technology was $1,785,104 and $1,726,500, respectively. The carrying value of customer list was $12,932,106 and $14,150,856, respectively, as described in Note 10 and Note 12.

Impairment of Long-lived and Intangible Assets

In accordance with ASC 360-10 Property Plant and Equipment and ASC 350-10 Intangibles, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company had no impairment charges during the year ended June 30, 2025. The Company recorded $17,845,813 of impairment charges included in loss on AtlasClear asset acquisition during the period ended June 30, 2024.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants that do not meet all the criteria for equity classification are recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the private warrants was estimated using a Black-Scholes model approach (see Note 17).

Income Taxes

The Company utilizes the asset and liability method to account for income taxes. The objective of this method is to establish deferred tax assets and liabilities for the temporary differences between net income for financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized.

Income tax expense or benefit is provided based upon the financial statement earnings of the Company. The allowance for doubtful accounts is deductible for financial statement purposes, but not for tax purposes. Depreciation expense is recognized in different periods for tax and financial accounting purposes due to the use of accelerated depreciation methods for income tax purposes. The tax effects of such differences are reported as deferred income taxes in the financial statements.

Revenue Recognition

Wilson-Davis, a subsidiary of the Company, recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using the modified retrospective method. This revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to: (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when the entity satisfies a performance obligation.

Wilson-Davis acts as an agent by selling securities to customers and collecting commissions. Wilson-Davis recognizes commissions on a trade date basis, which is the day the transaction is executed. Wilson-Davis believes that the performance obligation is satisfied on the trade date because that is when the security is selected, the price is determined, the trade is executed, and the risks and rewards of ownership have been transferred to/from the customer.

Wilson-Davis also receives commissions on mutual funds purchased by customers. Wilson-Davis believes that the performance obligation is not satisfied until the mutual funds are purchased by customers and recognizes the commission revenue upon receipt from fund.

Wilson-Davis performs vetting services to customers that wish to convert restricted stock to eligible trading stock. In addition, Wilson-Davis charges clearing fees to another broker-dealer for which it clears trades. Wilson-Davis recognizes revenue as the related performance obligations are satisfied.

Wilson-Davis charges customers for wires and transfer agent fees. The customer is also charged for blue sheet fees, corporate actions, and ACATS fees. Wilson-Davis recognizes revenue as the related performance obligations are satisfied.

Wilson-Davis performs underwriting services for companies going public. The Company enters into an agreement detailing the services to be performed. The Company recognizes revenue when the shares of stock have been delivered and wire payments have been processed.

Wilson-Davis earns interest on its balances with its financial institution. Wilson-Davis recognizes the interest income at month end when the income ha been earned.

Net Income (Loss) per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Income (loss) is allocated between redeemable and non-redeemable shares based on relative amounts of weighted average shares outstanding. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued and outstanding. For the year ended June 30, 2025 and the transition period ended June 30, 2024, the calculation excludes the dilutive impact of warrants because none would be issued under treasury method as the warrants exercise price is greater than the current price of the stock. For the transition period ended June 30, 2024, the dilutive shares were excluded as including them would be antidilutive. For the year ended June 30, 2025, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

FOR THE YEAR ENDED

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

    

Non-

    

Non-

    

Redeemable

    

Redeemable

    

 redeemable

Basic and diluted net income (loss) per share of Common Stock

 

  

 

  

Numerator:

 

  

 

  

Net income (loss)

$

5,750,820

$

(11,279,605)

$

(108,927,342)

Deemed dividend

(15,422,431)

Allocation of net income (loss)

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Denominator:

 

 

Basic and diluted weighted average shares outstanding

5,987,645

 

18,500

 

178,651

Basic net income (loss) per share of Common Stock

$

0.96

$

(609.72)

$

(696.05)

For the year ended June 30, 2025 and for the transition perioded ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

    

FOR THE YEAR ENDED

    

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

Non-

    

    

Non-

redeemable

Redeemable

redeemable

Diluted net income (loss) per common stock

 

  

 

  

 

  

Numerator:

 

  

 

  

 

  

Allocation of net income (loss),

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Change in fair value of financial instruments

 

(15,147,345)

 

 

Interest on dilutive instruments

 

7,148,116

 

 

Allocation of net income (loss), as adjusted

$

(2,248,409)

$

(11,279,605)

$

(124,349,773)

Denominator:

 

  

 

  

 

  

Dilutive weighted average common stock outstanding

 

5,987,645

 

18,500

 

178,651

If converted shares

 

 

 

 

5,987,645

 

18,500

 

178,651

Diluted net income (loss) per common stock

$

(0.38)

$

(609.72)

$

(696.05)

For the year ended June 30, 2025, the numerator is adjusted for the interest expenses and other components to include the effect of the convertible securities under the as converted method at the beginning of the period. The adjustment to the numerator resulted in a net loss position. As such including the effect of convertible securities in a loss situation would make the loss per share smaller, which is misleading and considered antidilutive under U.S. GAAP. For the transition period ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

Below is a summary of the dilutive instruments as of June 30, 2025 and 2024:

Description

    

June 30, 2025

    

June 30, 2024

Sellers Notes

 

15,103,895

14,012,965

Convertible notes

 

5,317,252

4,722,875

Secured convertible note

49,230,040

9,801,273

Subscription agreement

4,354,048

938,967

Tau agreement

35,282

Promissory note

 

6,215

379,375

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

74,046,732

29,855,455

Public Warrants

 

10,062,500

10,062,500

Private Warrants

 

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

600,000

Total excluded under treasury method – out of the money

 

16,215,625

16,215,625

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At June 30, 2025, the Company had approximately $7,278,320 in excess of the FDIC limit.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 17).

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Risk Management

Transactions involving financial instruments involve varying degrees of market, credit and operating risk. The Company monitors its exposure to risk on a daily basis.

Market Risk

Market risk is the potential change in value of the financial instrument caused by unfavorable changes in interest rates and equity prices. Management is responsible for reviewing trading positions, exposure limits, profits and losses, and trading strategies. In the normal course of business, the Company purchases, and makes markets in non-investment grade securities. These activities expose the Company to a higher degree of market risk than is associated with investing or trading in investment grade instruments.

Operating Risk

Operating risk focuses on the Company’s ability to accumulate, process and communicate information necessary to conduct its daily operations. Deficiencies in technology, financial systems and controls and losses attributable to operational problems all pose potential operating risks. In order to mitigate these risks, the Company has established and maintains an internal control environment which incorporates various control mechanisms throughout the organization. In addition, the Company periodically monitors its technological needs and makes changes as deemed appropriate.

Credit Risk

Wilson-Davis’s transactions with customers and other broker dealers are recorded on a trade date basis and are collateralized by the underlying securities. Wilson-Davis’s exposure to credit risk associated with nonperformance by customers or contra brokers is impacted by volatile or illiquid trading markets. Should either the customers or other broker dealers fail to perform, Wilson-Davis may be required to complete the transactions at prevailing market prices. Wilson-Davis manages credit risk by monitoring net exposure to individual counterparties on a regular basis. Historically, reserve requirements arising from instruments with off-balance sheet risk have not been material.

Receivables and payables with clearing and other broker dealers are generally collateralized by cash deposits. Additional cash deposits are requested when considered necessary by the clearing organization or contra broker dealer.

Customer transactions are primarily entered in cash accounts. Wilson-Davis maintains a few customer margin accounts which exposes the company to credit and market risks. However, this risk is minimized by Wilson-Davis requirement that margin accounts must maintain at least a 4:1 ratio of securities to margin obligations.

Concentrations of credit risk that arise from financial instruments (whether on or off-balance sheet) exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet obligations to be similarly affected by economic, industry or geographic factors.

Recent Accounting Standards

Beginning in 2025 annual reporting, the Company adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires an enhanced disclosure of significant segment expenses on an annual basis. Management has determined that there is only one reportable operating segment. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer who reviews the assets, operating results, and financial metrics for the company.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. We are currently evaluating the provisions of this.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on the income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for annual periods beginning after December 15, 2027. We are currently evaluating the provision of this ASU.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

v3.25.3
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS    
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS

NOTE 3. CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS

Wilson-Davis is required by Rule 15c3-3 of the SEC to maintain a cash reserve with respect to customers’ transactions and credit balances, on a settlement date basis. Such a reserve is computed weekly using a formula provided by the rule, and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of September 30, 2025 and June 30, 2025, was calculated to be $29,793,711 and $20,890,603, respectively. As of such dates, Wilson-Davis had $29,189,001 and $21,175,129, respectively, cash which was $604,710 less than and $284,526 more than the amount required, respectively. On October 1, 2025, Wilson-Davis deposited $1,200,000 into the reserve account in accordance with the rule, which resulted in an excess of $595,291.

Wilson-Davis is also required by Rule 15c3-3 of the SEC to maintain a cash reserve with respect to broker-dealer transactions and credit balances. Such a reserve is computed weekly using a formula provided by the rule, and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of each of September 30, 2025 and June 30, 2025 was calculated to be $100,000. As of September 30, 2025 and June 30, 2025, Wilson-Davis had $200,563 and $200,575, respectively, cash on deposit in the reserve account, which was $100,563 and $100,575, respectively, more than the amount required.

NOTE 3. CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS

The Wilson-Davis is required by Rule 15c3-3 of the Securities and Exchange Commission to maintain a cash reserve with respect to customers’ transactions and credit balances, on a settlement date basis. Such a reserve is computed weekly using a formula provided by the rule and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of June 30, 2025 and 2024, was calculated to be $20,890,603 and $19,326,300, respectively. Wilson-Davis had $21,175,129 and $19,677,378, respectively, cash on deposit in the reserve account, which was $284,526 and $351,078, respectively, more than the amount required. On July 1, 2025, Wilson-Davis deposited $225,000 to the reserve account in accordance with the rule which resulted in an excess of $509,526.

Wilson-Davis is required by Rule 15c3-3 of the Securities and Exchange Commission to maintain a cash reserve with respect to broker-dealer transactions and credit balances. Such a reserve is computed weekly using a formula provided by the rule and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of June 30, 2025 and 2024, was calculated to be $100,000. As of June 30, 2025 and 2024, Wilson-Davis had $200,575 and $200,738, respectively, cash on deposit in the reserve account, which was $100,575 and $100,738, respectively, more than the amount required.

v3.25.3
NET CAPITAL REQUIREMENTS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
NET CAPITAL REQUIREMENTS    
NET CAPITAL REQUIREMENTS

NOTE 4. NET CAPITAL REQUIREMENTS

As a broker-dealer, Wilson-Davis is subject to the uniform net capital rule adopted and administered by the SEC. The rule requires maintenance of minimum net capital and prohibits a broker-dealer from engaging in securities transactions at a time when its net capital falls below minimum requirements, as those terms are defined by the rule. Under the alternative method permitted by this rule, net capital shall not be less than the greater of $250,000 or 2% of aggregate debit items arising from customer transactions, as defined. Also, Wilson-Davis has a minimum requirement based upon the number of securities markets that it maintains. On September 30, 2025 and June 30, 2025, Wilson-Davis’s net capital was $12,281,941 and $11,190,362, respectively, which was $12,031,941 and $10,940,362, respectively, in excess of the minimum required.

NOTE 4. NET CAPITAL REQUIREMENTS

As a broker dealer, Wilson-Davis is subject to the uniform net capital rule adopted and administered by the Securities and Exchange Commission. The rule requires maintenance of minimum net capital and prohibits a broker dealer from engaging in securities transactions at a time when its net capital falls below minimum requirements, as those terms are defined by the rule. Under the alternative method permitted by this rule, net capital shall not be less than the greater of $250,000 or 2% of aggregate debit items arising from customer transactions, as defined. Also, the Wilson-Davis has a minimum requirement based upon the number of securities’ markets that the Company maintains. At June 30, 2025 and 2024, the Company’s net capital was $11,190,362 and $10,437,312, respectively which was $10,940,362 and $10,187,312, respectively in excess of the minimum required.

v3.25.3
CASH AND RESTRICTED CASH
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
CASH AND RESTRICTED CASH    
CASH AND RESTRICTED CASH

NOTE 5 – CASH AND RESTRICTED CASH

Reconciliation of cash and restricted cash as shown in the condensed statements of cash flows is presented in the table below:

    

September 30, 2025

    

June 30, 2025

Cash and cash equivalents

$

2,692,063

$

7,533,690

Cash segregated - customers

 

29,291,802

 

21,874,954

Cash segregated - PAB

 

200,563

 

200,575

Total cash and restricted cash shown in the statement of cash flows.

$

32,184,428

$

29,609,219

NOTE 5 – CASH AND RESTRICTED CASH

Reconciliation of cash and restricted cash as shown in the statements of cash flows is presented in the table below:

    

June 30, 2025

    

June 30, 2024

Cash and cash equivalents

$

7,533,690

$

6,558,176

Cash segregated - customers

 

21,874,954

 

20,548,972

Cash segregated - PAB

 

200,575

 

200,738

Total cash and restricted cash shown in the statement of cash flows.

$

29,609,219

$

27,307,886

v3.25.3
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION
12 Months Ended
Jun. 30, 2025
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION  
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION

NOTE 6 – RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION

Amounts receivable and payable with broker dealers and the clearing organization include:

    

June 30, 2025

    

June 30, 2024

Due from clearing organizations, net

$

4,021,151

$

1,094,453

Fails to deliver and receive

 

158,474

 

238,853

Total receivables

$

4,179,625

$

1,333,306

Due from clearing organizations, net

$

481,006

$

3,003

Fails to deliver and receive

 

16,654

 

1,912

Total payables

$

497,660

$

4,915

No losses were recognized on the receivables from broker dealers or clearing organizations during the year ended June 30, 2025 or during the transition period ended June 30, 2024.

Accounts receivable from and payable to customers at June 30, 2025, include cash and margin accounts. Securities owned by customers are held as collateral for any unpaid amounts. Such collateral is not reflected in the financial statements. The Company provides an allowance for credit losses, as needed, for accounts in which collection is uncertain. Management periodically evaluates each account on a case-by-case basis to determine impairment. Accounts that are deemed uncollectible are written off to bad debt expense. Bad debt expense net of bad debt recoveries and trading error adjustments for the year ended June 30, 2025 was $396,826, and for the transition

period ended June 30, 2024 was $15,000.

v3.25.3
PROPERTY AND EQUIPMENT
12 Months Ended
Jun. 30, 2025
PROPERTY AND EQUIPMENT  
PROPERTY AND EQUIPMENT

NOTE 7 – PROPERTY AND EQUIPMENT

Depreciation expense for the year ended June 30, 2025, was $16,080 and for the transition period ended June 30, 2024 was $7,565. The Company acquired the below on February 9, 2024, in connection with the closing of the business combination with Wilson-Davis, see Note 11 for further detail. Property and equipment are summarized by major classifications as follows:

    

June 30, 2025

    

June 30, 2024

Equipment

$

150,202

$

150,202

Leasehold improvements

 

89,087

89,087

Software

 

85,042

85,042

Furniture and fixtures

 

51,717

51,717

 

376,048

376,048

Less: Accumulated depreciation and Amortization

 

(376,048)

(359,968)

$

$

16,080

v3.25.3
RELATED PARTY TRANSACTIONS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
RELATED PARTY TRANSACTIONS    
RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Related Party Share Issuance/Transfers

During the month of July 2024, Quantum Ventures LLC (“Quantum Ventures” or the “Sponsor”) and AtlasFinTech transferred 25,982 and 16,528 shares, respectively, for total contributed shares of 42,510 shares recorded as contributed capital for $2,412,930 to various debt holders as described below. The Company recorded contributed capital for the value of the liabilities settled with their personal shareholdings. The contributed capital recognized was $21,299 in interest paid in shares for promissory notes, $217,397 in interest for Secured Convertible Note, $400,000 of principal under a convertible note (the “Chardan Note”) payable to Chardan Capital Markets LLC (“Chardan”) along with $212,803 in interest paid for the Chardan Note, $351,141 in interest for short and long term Notes and $1,210,290 for payment under contingent obligation to Wilson-Davis sellers.

On August 9, 2024, the Company entered into a Satisfaction of Discharge of Indebtedness Agreement with Atlas FinTech. Pursuant to the agreement, the Company issued 46,471 shares of Common Stock in satisfaction of $803,860 included in accounts payable. In addition, the Company issued  22,292 shares of Common Stock as reimbursement for shares that were transferred by AtlasFinTech, as described above, to satisfy the Company’s requirements to pay interest on various loans with unrestricted shares. As such, a total of 68,763 shares of Common Stock were transferred to Atlas FinTech in satisfaction.

Advances from Related Parties

On May 9, 2024, Quantum Ventures, a related party, transferred 935 shares of Common Stock to pay for the $47,750 of interest in connection with the Short-Term Notes (as defined in Note 8 below). The shares are to be reimbursed applying at a 13% interest, as such a payable of $55,087 is due and payable to Quantum Ventures.

During the three months ended September 30, 2025, $5,000 was advanced by the Executive Chairman to the Company to cover vendor obligations. As of September 30, 2025, amounts due to the Executive Chairman is $20,000.

During the three months ended September 30, 2025 $7,300 was advanced by the President to the Company to cover vendor obligations. As of September 30, 2025, amounts due to the President is $27,300.

On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors, as consideration for legal and consulting services provided to the Company prior to his employment. The shares were valued based on the closing price of the date of issuance of $0.21 for a total value of $169,920.

Note Financing

In September 2025, the Company entered into the September-Securities Purchase Agreements, as defined and described in Note 8 below. $1,050,000 and $1,000,000, respectively, of the aggregate principal amount of the Convertible Notes sold pursuant to the September-Securities Purchase Agreements were sold to Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors, and to Sandip Patel, a member of the Company’s board of directors.

NOTE 8. RELATED PARTY TRANSACTIONS

Related Party Share Issuance/Transfers

During the month of July 2024, Quantum Ventures LLC (“Quantum Ventures” or the “Sponsor”) and AtlasFinTech transferred 1,558,923 and 991,665 pre reverse split shares, respectively for total contributed shares of 2,550,588 or 42,510 post reverse split shares recorded as contributed capital for $2,412,930. The Company recorded contributed capital for the value of the liabilities settled with their personal shareholding. The contributed capital recognized was$21,299 in interest paid in shares for Promissory Notes, $217,397 in interest for Secured Convertible Note, $400,000 of principal under the Chardan convertible note along with $212,803 in interest paid for the Chardan convertible note, $351,141 in interest for Short and long term Notes and $1,210,290 for payment under the contingent obligation to sellers.

On August 9, 2024, the Company entered into a Satisfaction of Discharge of indebtedness agreement with Atlas FinTech. Pursuant to the agreement the Company issued 2,788,276 pre reverse split or 46,471 post reverse split shares in satisfaction of $803,860 included in accounts payable. In addition, the Company issued 1,337,500 pre reverse split or 22,292 post reverse split shares as reimbursement for 991,665 pre reverse split or 16,528 post reverse split shares that were transferred by AtlasFinTech, as stated above, to satisfy the Company requirements to pay interest on various loans with unrestricted shares. As such a total of 4,125,776 pre reverse split or 68,763 post reverse split shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) were transferred to Atlas FinTech in satisfaction.

In the quarter ended March 31, 2025, AtlasFinTech transferred some of its shares to Tau to provide the Company with funding as the Company no longer had registered shares available. The value of the shares resulted in $177,334 of value contributed to the Company. As a result, the board approved the issuance of 27,282 shares to renumerate AtlasFinTech resulting in a net zero impact to the Company.

Advances from Related Parties

As of December 31, 2023 and 2022, a related party had advanced $3,104,097 and $319,166, respectively, to the Company. Through February 9, 2024, the Co-Sponsors advanced an additional $1,052,300 for an aggregate of $4,156,397 advanced to the Company and offset the balance by $58,828 in receivable from Co-Sponsor. On February 9, 2024, upon the Closing of the Business Combination, the advances from related party, the related party loan of $480,000 as described below and the $58,828 receivable from related party was settled with the issuance of 33,333 shares post reverse-split settling a total of $4,636,397 in liabilities and $58,828 in receivables. The value of the shares granted was based on $60 per share resulting in a deemed dividend to the related party of $15,422,431.

Atlas FinTech, a related party and shareholder, incurred expenditures of $803,860 in connection with the business combination. The amount is included in accounts payable and accrued liabilities as of June 30, 2024. On August 9, 2024, the Company issued 2,788,276 pre reverse split or 46,471 post reverse split shares to Atlas FinTech as full settlement of this payable as described above.

On December 27, 2024, a director of the Company advanced $9,000 to cover the Company registration statement filing fees. The amount remains unpaid and is included in account payable.

On March 21, 2025, a director of the Company advanced $6,000 to cover the Company registration statement filing fees. The amount remains unpaid and is included in account payable.

On June 30, 2025, a director of the Company advanced $20,000 to cover the Company Bancorp acquisition extensions payments. The amount remains unpaid and is included in account payable.

As of June 30, 2025 $164,088 of payables to former officers and directors prior to the Business Combination are included in Advances to from related party.

Founder Shares

The sale of the Founders Shares to the Company’s directors and director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 4,083 post reverse-split shares granted to the Company’s directors and director nominees was $1,462,650 or $358.2 per share post split. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. The transaction closed on February 9, 2024 the transaction was recognized as of February 9, 2024.

Related Party Loans

On March 14, 2022, the Company issued an unsecured promissory note, effective as of January 3, 2022, in the amount of up to $480,000 to Quantum Ventures to evidence the Working Capital Loans. The note bore no interest and was payable in full upon the earlier (i) February 9, 2023 and (ii) the effective date of the consummation of an initial business combination. The note was required to be repaid in cash at the Closing and was not convertible into Private Warrants. The promissory note was past due as of December 31, 2023 and on February 9, 2024, upon the Closing of the Business Combination, the unsecured promissory note was settled with the issuance of 33,333 shares post reverse-split (see above.)

v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES
12 Months Ended
Jun. 30, 2025
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES

NOTE 9. NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES

Registration Rights

The Company filed two registration statements on Form S-1 to register the resale of up to 77,577,099 shares of Common Stock (on a pre-split basis) and up to 34,532,737 shares of Common Stock (on a post-split basis) by the selling stockholders named in the respective registration statements, which became effective on August 14, 2024 and March 6, 2025, respectively. The Company did not and will not receive any of the proceeds from these sales.

Earnout Liability

In connection with the Closing, and pursuant to the terms of the Business Combination Agreement, stockholders of AtlasClear (the “AtlasClear Stockholders”) received merger consideration (the “Merger Consideration Shares”) consisting of 4,440,000 shares pre reverse split or 74,000 post reverse split of common stock of the Company, par value $0.0001 per share (the “Common Stock”). In addition, the AtlasClear Stockholders will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”) upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will not be issued. Atlas FinTech will also receive up to $20 million of shares of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. The revenue targets will be measured yearly for five years following the Closing, with no catch-up between the years. The Earn Out provision was analyzed under ASC 480 and ASC 815. The Software Products Earn Out Shares Payments in this transaction are within the scope of ASC 480 and therefore will be accounted for as a liability and included in the purchase price consideration. The revenue earnout was estimated using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity. As of June 30, 2025 and 2024 the fair value of the earnout liability was $11,369,000 and $12,298,000, respectively. See Note 17 Fair Value Measurements for additional information.

Business Combination Marketing Agreement and Chardan Note

In connection with the Closing on February 9, 2024, the Company and Chardan agreed that the fee, in the amount of $7,043,750, payable by the Company to Chardan upon the Closing pursuant to the terms of the business combination marketing agreement entered into in connection with Quantum’s initial public offering, would be waived in exchange for the issuance by the Company to Chardan of a convertible promissory note in the aggregate principal amount of $4,150,000. Additionally, the Company entered into a settlement and mutual release with Chardan which amended the original note to a principal amount of $5,209,764. As of June 30, 2025 $4,250,000 of the amount were converted to shares of Common Stock and subsequently through September 19, 2025 the remaining $959,764 in principal was converted to Common Stock and settled paid in full.

Also on February 9, 2024, the Company entered into a registration rights agreement with Chardan (the “Chardan Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file with the SEC within 45 days after the Closing Date a registration statement registering the resale of the shares of Common Stock issuable upon exercise of the Original Chardan Note and to use its reasonable best efforts to have such registration statement declared effective as soon as possible after filing. If the registration statement was not filed within 45 days after the Closing or was not effective within a specified period after the Closing (or if effectiveness is subsequently suspended or terminated for at least 15 days, subject to certain exceptions), then the interest rate of the Original Chardan Note increased by 2% for each week that such event continued. The Chardan Registration Rights Agreement also provided that the Company was obligated to file additional registration statements under certain circumstances, and provided Chardan with customary “piggyback” registration rights.

On May 7, 2024, Chardan Capital Markets LLC (“Chardan”) filed a complaint in the Court of Chancery of the State of Delaware in an action entitled Chardan Capital Markets LLC v. AtlasClear Holdings, Inc., C.A. No. 2024-0480-LWW, for alleged breach of contract, breach of the implied covenant of good faith and fair dealing, and specific performance, alleging that the Company breached the Chardan Registration Rights Agreement, by failing to file a registration statement with the SEC to permit the public resale of certain registerable securities in an amount sufficient to cover the Original Chardan Note. Chardan alleged that the Company’s failure to file the registration statement left Chardan without the ability to convert and sell shares of the Company’s Common Stock as allowed for under the Original Chardan Note.

On October 23, 2024, the Company, Quantum Ventures, Chardan and Chardan Quantum LLC entered into an agreement pursuant to which they settled the claim referenced above, and any and all related claims (the “Settlement Agreement”). In connection with the Settlement Agreement, Chardan exchanged the Original Chardan Note for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (as amended the “Chardan Note”). While the Chardan Note does not bear interest, it can be converted from time to time by Chardan, in whole or in part, into shares of Common Stock at the election of the holder at any time at a conversion price equal to 90% of the VWAP of the Common Stock for the trading day immediately preceding the applicable conversion date which was on terms substantially similar to the conversion provisions in the Original Chardan Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Chardan Note.

In connection with the Settlement Agreement, on October 23, 2024, the Company and Chardan entered into an amendment (the “Chardan Amended RRA”) to the registration rights agreement, dated February 9, 2024, pursuant to which the Company registered the resale of shares of Common Stock issuable upon conversion of the Chardan Note.

The Chardan Note is a Troubled Debt Restructuring (“TDR”) in scope of ASC 470-60, as the Company is both experiencing financial difficulty and Chardan has granted a concession. Since the debt restructuring involves a modification of terms of the note, it is accounted for prospectively from the time of restructuring (i.e., a new effective interest rate is established based on the carrying value of the Original Note and the revised cash flows). In addition, the maximum total undiscounted future cash payments $5,209,764 exceed the carrying amount of the Original Note $3,282,518; therefore, no adjustment to the carrying amount of the restructured debt is required and no restructuring gain is recognized. Any new fees to Chardan should be capitalized and amortized, while fees paid to third parties should be expensed. Any changes to the terms of the bifurcated derivative will go through income as a change in fair value.

During the year ended June 30, 2025, the Company received conversion notices for an aggregate principal amount of $4,975,000, and received a total of 2,744,623 post reverse split shares of Common Stock, of which 6,113 post reverse split were registered shares transferred from Quantum Ventures and 2,119 post reverse split were registered shares transferred from Atlas FinTech, (see Note 8 Relate Party Transactions- related party shares issuance/transfers above), and 2,736,391 post reverse split were newly issued registered shares. During the year ended June 30, 2025, Quantum Ventures transferred 2,427 post reverse split and Atlas Fintech transferred 877 post reverse split registered shares to pay for accrued interest of $212,803.

During year ended June 30, 2025, the Company recognized $137,872 in interest expense on the principal and $1,772,558, of interest related to the amortization of the debt discount created with the derivative liability.

As of June 30, 2025, the principal balance on the note was $959,764 and $240,897 of unamortized remaining discount for total carrying balance of $718,867. See Note 17 for additional information on the fair value and change in fair value related to the derivative.

Commercial Bancorp

On November 14, 2024, the Company and Commercial Bancorp agreed to amend the agreement and plan of merger, dated November 16, 2022 (as amended, the “Bank Acquisition Agreement”), to extend the termination date of the Bank Acquisition Agreement from November 16, 2024, to May 14, 2025. Pursuant to the amendment, the parties expect to enter into a new and mutually agreed agreement for the Company to acquire the shares held by such shareholders of Commercial Bancorp. No Commercial Bancorp shareholder is required to agree to such amended or new agreement. Failure to enter into a new agreement or amendment to the Bank Acquisition Agreement shall constitute termination of the Bank Acquisition Agreement without liability. The Company was to issue to the shareholders of Commercial Bancorp, without additional compensation, 8,333 shares of common stock and the previously issued 667 shares to the Commercial Bancorp shareholders were to be cancelled. The shares were not issued timely and as a result the Company agreed to issue 36,070 shares due to the drop in stock value during the delay. The 36,070 shares were issued on March 13, 2025 and were valued at $43,645 based on the trading price of the Common Stock of $1.21 on March 13, 2025. The value of the shares issued was recorded as a deposit towards the acquisition of Commercial Bancorp. The extension period terminated on May 14, 2025, as such the Company has agreed to pay $5,000 cash payment for each two-week extension. As of June 30, 2025, the Company paid $20,000 in cash and extended the agreement until July 9, 2025. As of the date of filing the Company has paid and additional $30,000 to extend until October 1, 2025.

Expense Settlements

Carriage House Capital, Inc. – up to 5,833 shares of Common Stock that were issued, or may become issuable, to Carriage House Capital, Inc. (“Carriage”), pursuant to the Consulting Agreement, dated as of February 19, 2024, between Carriage and the Company (the “Carriage Agreement”), as partial consideration for consulting services rendered to the Company, at the price per share of $298.80 on the day of issuance. The total consideration due under the Consulting Agreement is 5,833 shares of Common Stock, 1,6677 shares of which were due upon signing of the contract and 4,166 shares of which were due. On February 9, 2024, 1,667 shares were issued, and were valued at $298.80 per share as agreed upon consideration. As of June 30, 2024 the 4,166 unissued shares were recorded at fair value of $259,893 at $62.38 per share based on the closing price on June 30, 2025. On January 15, 2025 the Company issued the remaining 4,166 shares under the agreement and valued at the closing price on the date of issuance of $6.50 per share resulting in settlement of the stock payable at $27,100, and recognized the change in fair value of the stock payable of $232,793.
Interest Solutions, LLC –2,408 shares of Common Stock that may become issuable to Interest Solutions, LLC (“Interest Solutions”), pursuant to a convertible promissory note, dated as of February 9, 2024, in the aggregate principal amount of $275,000 (the “Interest Solutions Note”) at a price per share of $120. Accrued interest on the Interest Solutions Note is payable monthly, beginning on June 30, 2024, at a rate of 13% per annum and mature on February 9, 2026. Until all payments have been made to the Wilson-Davis Sellers, interest on the Interest Solutions Note may be paid in cash or shares of Common Stock valued at the then-current conversion price. Thereafter, all accrued interest must be paid in cash. During the year ended June 30, 2025 the Company recognized $35,652 in interest expenses. Quantum Ventures transferred registered shares to pay for $9,011 in accrued interest. As of June 30, 2025 and June 30, 2024, there is $315,549 and $288,908 included in Promissory note payable.
JonesTrading Institutional Services LLC –3,283 shares of Common Stock that may become issuable to JonesTrading Institutional Services LLC (“JonesTrading”), pursuant to a convertible promissory note, dated as of February 9, 2024, in the aggregate principal amount of $375,000 (the “JonesTrading Note”) at a price per share of $120. Accrued interest on the JonesTrading Note is payable monthly, beginning on June 30, 2024, at a rate of 13% per annum and mature on February 9, 2026. Until all payments have been made to the Wilson-Davis Sellers, interest on the Interest Solutions Note may be paid in cash or shares of Common Stock valued at the then-current conversion price. Thereafter, all accrued interest must be paid in cash. During the year ended June 30, 2025 the Company recognized $48,617 in interest expenses and the Quantum Ventures transferred 101 registered shares to pay for $12,288 in accrued interest. As of June 30, 2025 and June 30, 2024, there is $430,295 and $393,966 included in Promissory note payable.
Toppan Merrill LLC – the Company issued to Toppan Merrill LLC (“Toppan”) a promissory note, dated as of February 9, 2024, in the aggregate principal amount of $160,025 (the “Toppan Note”). The maturity date of the Toppan Note is February 8, 2026 and the note accrues interest at a rate of 13% per annum. The principal and interest payments due under the note is not payable in shares of Common Stock. During the year ended June 30, 2025 the Company recognized $15,694 in interest expenses. As of June 30, 2025 and June 30, 2024, there was $185,788 and $170,094, respectively, included in Promissory note payable.
Winston & Strawn LLP – up to $2,500,000 in shares of Common Stock that may become issuable to Winston & Strawn LLP (“Winston & Strawn”), pursuant to a subscription agreement, dated as of February 9, 2024, between Winston & Strawn and the Company (the “Winston & Strawn Agreement”). Pursuant to the Winston Agreement, the Company may issue $2,500,000 worth of shares of Common Stock as payment for legal services, in three equal installments of $833,333 beginning on August 9, 2024. As of June 30, 2025 and June 30, 2024, the amount is included in Subscription agreement as an liability of $2,489,945 and $2,425,647, respectively. Due to the nature of the settlement terms, the subscription agreement was deemed to be a derivative liability to the Company as of June 30, 2024 under ASC 480. Change in fair value of the subscription agreement are measured at each reporting period with change reported in earnings. See valuation approach and further disclosure on Note 17.
Outside The Box Capital Inc. –6,919 shares of Common Stock that were issued to Outside The Box Capital Inc. (“OTB”), pursuant to a Marketing Services Agreement, as payment in shares for services rendered to the Company the shares were valued at the closing price on the date of issuance of $5.70 per share resulting in compensation expense of $39,404.
Locbox Technologies, Inc. – 203,425 shares of Common Stock that were issued to Lockbox Holdings (“LCBX”), pursuant to a Software As A Services License Agreement, as payment in shares for services rendered through June 30, 2025. The shares were valued at the closing price on the date of issuance of $0.2053 per share resulting in compensation expense of $41,763. The Company shall pay LCBX $20,000 per month, of which the Company has the option to pay in cash or stock. If paid in
stock the company shall use 90% of the five day VWAP of the last trading of the preceding month. The parties agreed to a 9.9% blocker for maximum equity ownership, if LCBX is blocked from receiving shares as payment cash must be paid. In the event cash is not paid timely a 13% interest charge will apply on the amount outstanding. At the end of the twelve month term, the Company shall have the right to acquire 5% of LCBX at a $10,000,000 valuation, approximately a $500,000 investment by the Company. LCBX agrees to credit 50% of the total license fees paid by ATCH through the term towards the acquisition.
Stock Promotion Agreement. – On June 23, 2025, 100,000 shares of Common Stock were issued to an individual third party pursuant to a Stock Promotion Agreement for a six month service period. The shares were valued at the closing price on the date of issuance of $0.1905 per share resulting in value of $19,050 which was recorded as a prepaid and will be expensed over the six months service period. There are no performance obligations and upon termination of agreement compensation remains due as such the valuation date was deemed to be the date of issuance.
Longside Ventures LLC – 200,000 shares of Common Stock that were issued or to be issued to Longside Ventures LLC. (“Longside”), pursuant to a Services Agreement, dated as of August 29, 2025 as payment in shares for strategic communications, and corporate advisory services to be rendered to the Company. 100,000 shares were issued upon execution of the agreement and the other 100,000 will be paid on the one-month anniversary thereof.

Secured Convertible Note Financing

On February 9, 2024, Wilson-Davis and Quantum entered into a securities purchase agreement (the “Purchase Agreement”) with Funicular Funds, LP, a Delaware limited partnership (“Funicular”), pursuant to which the Company sold and issued to Funicular, on that date, a secured convertible promissory note in the principal amount of $6,000,000 (the “Funicular Note”) for a purchase price of $6,000,000, in a private placement (the “Secured Note Financing”). The proceeds raised in the Note Financing were used to pay a portion of the purchase price paid at Closing to the Wilson-Davis Sellers.

The Funicular Note has a stated maturity date of November 9, 2025. Interest accrues at a rate per annum equal to 12.5%, and is payable semi-annually on each June 30 and December 31. On each interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind by increasing the principal amount of the Funicular Note. In the event of an Event of Default (as defined in the Funicular Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 20% per annum. The Funicular Note is convertible, in whole or in part, into shares of Common Stock at the election of the holder at any time at an initial conversion price of $10.00 per share pre reverse split or $600 post reverse split (the “Conversion Price”). The Conversion Price is subject to adjustment monthly to a price equal to the trailing five-day VWAP, subject to a floor of $2.00 per share pre reverse split or $120 post reverse split (provided that if the Company sells stock at an effective price below $2.00 per share pre reverse split or $120 post reverse split, such floor would be reduced to such effective price, which is now determined to be $0.15), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Company has the right to redeem the Funicular Note upon 30 days’ notice after the earlier of August 7, 2024 and the effectiveness of the Registration Statement (as defined in the Funicular Note), and Funicular would have the right to require the Company to redeem the Note in connection with a Change of Control (as defined in the Note), in each case for a price equal to 101% of the outstanding principal amount of the Note plus accrued and unpaid interest. The Funicular Note contains covenants which, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, incur additional liens and sell its assets or properties.

The Funicular Note is secured by a perfected security interest in substantially all of the existing and future assets of the Company and each Grantor (as defined in the Security Agreement, as defined below), including a pledge of all of the capital stock of each of the Grantors, subject to certain exceptions, as evidenced by (i) a security agreement, dated as of February 9, 2024 (the “Security Agreement”), entered into among the Company, each of the Company’s subsidiaries and Funicular, and (ii) a guaranty, dated as of February 9, 2024 (the “Guaranty”), executed by each of the Company’s subsidiaries pursuant to which each of them has agreed to guaranty the obligations of the Company under the Funicular Note and the other Loan Documents (as defined in the Funicular Note).

As a result of the delay in filing the registration statement the Company incurred $1,500,000 in fees through June 30, 2024 which has been added to the principal of the note.

Funicular Amendment

On January 7, 2025, the Company and Funicular Funds, LP (“Funicular”) entered into an Amendment, Waiver and Consent (the “Amendment”). Pursuant to the Amendment, the Company and Funicular agreed to certain amendments to the secured promissory note, in the original principal amount of $6 million (the “Secured Note”), and the registration rights agreement (the “Funicular RRA”), in

each case entered into between them on February 9, 2024, including an extension of the maturity date of the Secured Note from November 9, 2025 to January 31, 2028. In addition, Funicular agreed to waive certain defaults by the Company under the Secured Note and the Funicular RRA and consented to the transactions contemplated by the Purchase Agreement. The Company and the Investor agree that (a) as of December 31, 2024, the aggregate principal amount of the Note, including all accrued interest through such date (all of which has been added to the principal amount as payment-in-kind) and the aggregate amount of all Registration Delay Payments through such date, is $9,357,195, and (b) effective as of January 1, 2025, the Note will accrue interest at the rate of 12.5% per annum specified in the Note, and not at the default rate of 20% per annum.

As of January 7, 2025, AtlasClear Holdings, Inc. accounted for the Amendment as a restructuring under troubled debt restructuring in accordance with ASC 470-60 (“TDR”) of the outstanding liabilities related to the Amendment. The Amendment results in the future undiscounted cash flows of the modified debt being greater than the net carrying value of the original debt, as the only change to cash flows is the additional interest for the period from old maturity date to the new maturity date. Since the maximum total undiscounted future cash payments exceeds the carrying amount of the payable, no adjustment to the carrying amount of the restructured debt is required and no restructuring gain is recognized.

During the year ended June 30, 2025, the Company received notice to convert principal and interest totaling $509,549 resulting in the issuance of 258,678 shares.

During the year ended June 30, 2025, the Company incurred an additional $600,000 in fees due to delays in the registration statement and the unpaid interest of $1,831,819 was applied to the principal balance for a total principal balance of $9,422,271 as of June 30, 2025.

For the year ended June 30, 2025, the Company recognized $1,720,449, of interest expense on the principal and $457,922 of interest related to the amortization of the debt discount issued with the note. As of June 30, 2025, the carrying value of the notes was $8,909,070 net of discount of $513,201. During the year ended June 30, 2025 the Quantum Ventures transferred 368,004 pre reverse split or 6,133 post reverse split registered shares to pay for interest of $217,373.

As a result of the Company’s lack of authorized shares to satisfy its share obligations, the note now falls under ASC 815 and is required to be accounted for at fair value with change in fair value recorded in the statement of operations. See valuation approach and further disclosure on Note 14.

Sellers Note

As a result of the acquisition of Wilson-Davis the company issued (i) $5,000,000 in aggregate principal amount of notes due 90 days after the Closing Date (the “Short-Term Notes”) and (ii) $7,971,000 in aggregate principal amount of notes due 24 months after the Closing Date (the “Long-Term Notes” and, together with the Short-Term Notes, the “Seller Notes”). The Short-Term Notes accrue interest at a rate of 9% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, cash), and are convertible at the option of the holder at any time during the continuance of an event of default, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion. The Long-Term Notes accrue interest at a rate of 13% per annum, payable quarterly in arrears, in shares of Common Stock at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, in cash), and are convertible at the option of the holder at any time commencing six months after the Closing Date, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion (or 85% if an event of default occurs and is continuing).

During the year ended June 30, 2025, the Company received conversion notice for a total $5,000,000 in short term loan principal and $366,979 of short term loan interest, and long term loan principal of $6,995,624 and $937,773 of long term interest. In addition the Company received conversion notice for a total of $1,439,586 in Merger Financing as discussed below and $256,091 of Merger Financing interest receiving a total of approximately 34,931,855 shares of common stock newly issued registered shares. During the year ended June 30, 2025, the company recognized $366,978 in interest expense on the short-term principal, $969,473 in interest expense on the long-term principal and $594,370 of interest related to the amortization of the debt discount on long-term loan created with the derivative liability. During the year ended June 30, 2025 the Quantum Ventures transferred 6,133 registered shares to pay for accrued interest of $92,083 on short-term loan and $98,483 on long-term loan. As of June 30, 2025 the principal balance and accrued interest of short-term loan was fully settled with shares in agreed upon conversion terms. As of June 30, 2025 the principal balance on the long-term loan was $975,573 and $31,706 in accrued interest less of $27,167 of unamortized debt discount for total principal balance of $980,112 in long-term loans. The loan matures on February 9, 2026, as such the long term loan has been included in current liabilities.

As of September 19, 2025 both the short term and long terms Seller’s Notes have been paid in full. See subsequent event Note 19 for further detail.

Contingent Guarantee

In connection with the acquisition of Wilson-Davis, Founder shares were transferred to cover a cash deficit of $4,000,000. The agreement has a make-whole provision that is required to be accounted for under ASC 480. The Company has valued the obligation as of June 30, 2024 based on the cash value that would need to be renumerated by the Company. The value of the cash that would be paid was deemed to be the fair value of the contingent guarantee. As of February 9, 2024, the 885,010 shares transferred by the Founder were valued at $8,850,100 which was greater than the $4,000,000 guaranteed value as such the value of the guarantee was deemed to be zero on February 9, 2024. As a result of the decrease in stock prices through June 30, 2024, the Sellers recovered $743,137 in cash through sales of the shares transferred resulting in the value of the liability as of June 30, 2024 to be $3,256,863.

During the year ended June 30, 2025, the Atlas FinTech agreed to transfer 1,234,990 in registered shares to the sellers under the contingent guarantee, resulting in a reduction in the contingent guarantee of $1,210,290 based on the fair value of the shares transferred on the transfer date.

On August 9, 2024, the Company entered into an agreement to modify the terms of the contingent guarantee where the Company agreed to enter into a convertible note on the amount that has not yet been recovered through share issuances of $2,886,347 plus a 5% convenience fee applied resulting in the Company issuing a convertible note of $3,030,665 due February 9, 2026. This Convertible Promissory Note (this “Merger Financing”) is being issued pursuant to that certain Post-Closing Agreement dated effective August 9, 2024 (the “Agreement”), by and between the Company and the former stockholders of Wilson-Davis, to address the remaining Gross Proceeds Shortfall that cannot be remedied by the transfer of Additional Shares. Capitalized terms used but not defined herein shall have the meanings given to them in the Stock Purchase Agreement, as defined in the Agreement. The note was analyzed under ASC 480 and ASC 815, as a result of the Company not having sufficient shares authorized to settle the convertible note, the Merger Financing note falls under ASC 815.

During the year ended June 30, 2025, the Company received notice to convert $1,439,586 in principal and $256,091 in interest, see Sellers Note above for total shares issued to convert principal and interest on all conversion notices received from the Sellers.

Under ASC 815 the conversion feature was bifurcated resulting in a conversion liability of $113,044 for the Merger Financing and at issuance. For the year ended June 30, 2025, the Company recognized $307,801 in interest expense on the principal and $88,830 of interest related to the amortization of the debt discount created with the derivative liability. The carrying balance as of June 30, 2025, net of principal converted to shares of $1,439,586, is $1,618,575, net of $24,215 in unamortized debt discount. See Note 17 for additional information on the fair value of the derivative.

Line of Credit

Wilson-Davis has a $10,000,000 revolving line of credit with BMO Harris Bank N.A. The interest rate is determined at the time of borrowing as agreed by the Company and the bank. The line of credit currently provides for interest at the bank’s overnight rate plus 1.5% and is secured by Wilson-Davis’ assets. In addition, the line of credit carries an interest rate of 0.5% on its unused portion. The interest cost was $50,833 for the year ended June 30, 2025. The Company did not have an outstanding balance on the line of credit as of June 30, 2025. The line of credit contains certain loan covenants and advances on the line of credit are payable on demand. Management believes the Company was in compliance with applicable covenants as of June 30, 2025.

The line of credit agreement requires Wilson-Davis to maintain line of credit collateral with value, as determined by the bank, in an amount at least equal to a percentage of the loan amount as specified by the bank. Advances on the line of credit are payable on demand. The entire amount of this credit facility is available to be drawn and used to meet Wilson-Davis’ liquidity requirements for NSCC clearing margin deposits.

Tau Agreement - ELOC

On July 31, 2024, the Company and Tau Investment Partners LLC (“Tau”) entered into an at-the-market agreement (the “ELOC”). Pursuant to the ELOC, upon the terms of and subject to the satisfaction of certain conditions, the Company has the right from time to time at its option to direct Tau to purchase up to a specified maximum amount of shares of the Common Stock, up to a maximum aggregate purchase price of $10 million (the “Aggregate Limit”), over a 24-month term commencing on the date of the ELOC. The

Company may request, on dates determined by it, individual advances up to the greater of 100,000 shares or such amount as is equal to 50% of the average daily volume traded of the Common Stock during the 30 trading days immediately prior to the date the Company requests each advance, subject to the Aggregate Limit. Any such advance will reduce amounts that the Company can request for future advances and draw downs. The purchase price payable for the shares sold pursuant to any advance will be equal to 97% of the lowest volume weighted average price of the Common Stock during a pricing period of three consecutive trading days following Tau’s receipt of the applicable advance notice. Tau’s obligation to purchase the shares the Company requests to sell pursuant to any advance is conditioned upon, in addition to certain other customary closing conditions, the continued effectiveness of a registration statement pursuant to which Tau may freely sell the shares to be received.

The issuance and sale of the shares of Common Stock pursuant to the ELOC will be exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) thereof. The Company filed a registration statement with the Securities and Exchange Commission for the resale by Tau of at least 10,000,000 pre reverse split or 166,667 post reverse split shares of Common Stock (the “Commitment Amount”).

The Company sold to Tau the Common Stock at a Purchase Price equal to 97% of the lowest VWAP of the Common Stock during a pricing period of 3 consecutive trading days commencing on the trading day the Advance Notice is received by the Investor. If the VWAP on any trading day during a pricing period under was below a minimum price set by the Company in connection with each Advance Notice (the “MAP”) then for each such trading day (i) the requested Advance amount was automatically reduced by an amount equal to 33% of the original requested Advance amount and (ii) such day was not be factored into the determination of the Market Price.

Second ELOC Agreement

On February 5, 2025, the Company and Tau entered into an at-the-market agreement (“Second ELOC Agreement”). Pursuant to the Second ELOC Agreement, upon the terms thereof and subject to the satisfaction of certain conditions, we have the right from time to time at our option to direct Tau to purchase up to a specified maximum amount of shares of our Common Stock, up to a maximum aggregate purchase price of $12.25 million (the “Aggregate Limit”), over the 24-month term of the Second ELOC Agreement. We may request, on dates determined by us, individual advances up to the greater of 2,000 shares or such amount as is equal to 50% of the average daily volume traded of the Common Stock during the 30 trading days immediately prior to the date we request each advance, subject to the Aggregate Limit. Any such advance will reduce amounts that we can request for future advances and draw downs. The purchase price payable for the shares sold pursuant to any advance will be equal to 97% of the lowest VWAP of the Common Stock during a pricing period of three consecutive trading days following Tau’s receipt of the applicable advance notice. Tau’s obligation to purchase the shares we request to sell pursuant to any advance is conditioned upon, in addition to certain other customary closing conditions, the continued effectiveness of a registration statement pursuant to which Tau may freely sell the shares to be received.

The Company analyzed both the Commitment Amount and the Commitment fee under ASC 480 and ASC 815. The Commitment Amount is classified as a liability and is initially measured at fair value. The Commitment Amount is subsequently measured at fair value at each reporting period with subsequent changes in fair value recorded in earnings. ASC 815-40-35-8 through 35-9 require an issuer to reassess the classification of both freestanding equity contracts and embedded equity features at each balance sheet date. If the classification changes because of events occurring during the reporting period, the instrument is reclassified as of the date of the event that caused the reclassification.

As consideration the Company was to issue to the Investor a fee equal to 1.25% of the Commitment Amount (the “Commitment Fee”) due in shares upon closing based on the closing price on the day prior to approval of the S-1. As the Commitment Fee is a variable share obligation within the scope of ASC 480, it must be initially and subsequently measured at fair value through earnings at each reporting period.

When estimating the fair value, the Company has followed the guidance in ASC 820 Fair Value Measurement.

As both the Commitment Amount and Commitment Fee were issued in a single transaction and are both remeasured to fair value through earnings in each subsequent reporting period, the proceeds received should be allocated to each freestanding financial instrument on a relative fair value basis. As such, as of June 30, 2025 the Company requested advance notices for a total of $2,093,822 which resulted in approximately 1,615,168 shares to be sold by Tau. Tau sold and settled 1,574,263 shares, of which 7,378 were shares transferred by a related party and 1,566,885 were shares issued by the Company, under the ELOC resulting in $1,911,472 of proceeds under the ELOC of which $41,089 remain as stock receivable. Tau purchased the shares from the Company at $2,116,710 resulting in a realized gain of $22,888. As of June 30, 2025, 35,282 all shares issued to Tau towards have been settled.

See Note 17 for additional information regarding the fair value method applied to the ELOC agreement and related disclosures.

Subordinated Loan Agreements

Previously, the Company entered into six subordinated loan agreements totaling $650,000, all of which are payable to former officers and directors of the Company. The agreements renew annually and provide for interest at 5% per annum.

To provide the additional capital needed, Wilson-Davis’ former officers and directors, and investors, funded $1,300,000 in subordinated demand notes in October 2023. The notes matured in October 2024 and were renewed to mature in October 2025 at an interest rate of 8% per annum, payable quarterly. One of the notes ($20,000) was not renewed and paid in full during October 2024.

The Company anticipates that all remaining notes will be renewed for additional one-year periods, unless circumstances or Company requirements change. The loan principal is unsecured and subordinated in right of payment to all claims of present and future creditors of the Company.

The subordinated loan agreements have been approved by the Financial Industry Regulatory Authority (FINRA) and are available for computing net capital under the Securities and Exchange Commission’s uniform net capital rule (see note 4). To the extent that the borrowings are required for compliance with the minimum net capital requirements, they may not be repaid.

Hanire Purchase Agreement

On December 31, 2024, the Company and Hanire, LLC (“Hanire”) entered into a securities purchase agreement (the “Hanire Purchase Agreement”) for the purchase and sale, in a private placement, of (i) up to 333,333 shares (the “Shares”) of Common Stock, at a purchase price of $15.00 per share (after giving effect to the 1-for-60 reverse stock split), and (ii) a convertible promissory note (the “Hanire Note”) in the principal amount of up to $40 million (plus any amount by which the aggregate purchase price paid by Hanire for the Shares is less than $5 million as a result of the Share Limit, as defined below). To the extent the number of Shares to be purchased by Hanire at the Hanire Closing would cause Hanire to own more than 19.9% of the Company’s outstanding voting stock, the number of Shares will be reduced such that the number of Shares is equal to 19.9% of the total outstanding voting stock (the “Share Limit”). The consummation of the issuance and sale of the Shares and the Hanire Note (the “Hanire Closing”) was to occur at such time as agreed to by the Company and Hanire on or before January 31, 2025 (subject to extension by up to 15 days by Hanire), subject to customary closing conditions. On June 30, 2025, the note was amended so that closing shall occur no later than June 30, 2025 (subject to extension by up to 7 days of written notice of the Investors given on or prior to June 30, 2025). As of June 30, 2025, Hanire had not yet been funded under this agreement and thereby did not close. The agreement is contingent on funding and therefore has no accounting implications until funded.

The Hanire Note will provide for Hanire to loan funds, up to the aggregate maximum principal amount of the Hanire Note, in tranches, as follows: (i) $5 million (plus any amount by which the aggregate purchase price paid by Hanire for the Shares is less than $5 million as a result of the Share Limit) at the Hanire Closing, (ii) $12.5 million upon the Company securing a settlement of amounts outstanding to the principal owners of Wilson-Davis, (iii) $7.5 million at such time as the Company files a quarterly report on Form 10-Q or annual report on Form 10-K that shows that the Company has achieved positive net income on a consolidated basis in the most recent reporting period, and (iv) $15.0 million at such time as the Company receives approval from all regulatory authorities to acquire Commercial Bancorp. Unpaid principal amounts under the Hanire Note will accrue simple interest at a rate of 12.0% per annum, payable commencing three months after the initial draw and thereafter quarterly until the maturity date of January 31, 2028. The unpaid principal amount and all accrued interest under the Hanire Note is convertible at any time after certain conditions are met (including receipt of stockholder approval for the issuance of shares upon conversion), at the option of Hanire, into shares of Common Stock (the “Conversion Shares”) at a conversion rate equal to 60% of the volume-weighted average price of the Common Stock for the 20-consecutive trading day period immediately prior to the conversion date. The Company registered the resale by Hanire of up to 333,333 shares of Common Stock.

On September 12, 2025, the Company received $100,000 as a good faith deposit towards the Hanire Purchase Agreement. An amendment to the Hanire Purchase Agreement is currently being negotiated. See subsequent event Note 19 for further detail.

Indemnification Agreements

On the Closing Date, in connection with the Closing, the Company entered into indemnification agreements with each of its directors and executive officers, which provide for indemnification and advancements by the Company of certain expenses and costs under certain circumstances. The indemnification agreements provide that AtlasClear Holdings will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as a director or officer of AtlasClear Holdings, to the fullest extent permitted by Delaware law, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws.

Wilson-Davis

On February 27, 2018, an extended hearing panel of the Department of Enforcement of the Financial Industry Regulatory Authority, Inc. (“FINRA”), Office of Hearing Officers, issued its decision ordering fines aggregating $1.47 million for violations of the applicable short sales and anti-money laundering rules. Wilson-Davis appealed the decision to the National Adjudicatory Council (“NAC”). On December 19, 2019, NAC issued its decision ordering that the fines be reduced by $205,000 to an aggregate $1.265 million. Wilson-Davis made a timely appeal to the SEC to hear the case. On December 28, 2023, the SEC issued a ruling affirming the findings of violations and remanding the matter back to FINRA to reconsider the appropriate sanctions in light of the SEC decision. On July 10, 2025, the National Adjudicatory Counsil reduced the fines to an aggregate of $490,000. The Company made a timely appeal of the decision to the SEC. Pursuant to FINRA Rules, the Company’s timely appeal of the decision to the SEC deferred the effectiveness of the findings and sanctions. Due to the disparity in the range of fines of similar cases, the Company believes that the final amount is not reasonably estimable. The Company has booked a contingent liability totaling $100,000 which represents the estimated low end of the possible range of fines.

Software Development and License agreement

On June 10, 2025, the Company and Pacsquare entered into a Software Development and License agreement, where the parties agreed to supersede and replace the Pacsquare Purchase Agreement and to fully release one another form any and all obligations or claims arising from or pursuant to the prior agreement. Therefore as a result of entering into the agreement the parties agreed to a 36 month term software development and licensing service where Pacquire will continue to develop the Online Account Application (“OLA”) provide updates, bug fixes, patches or other error corrections and ongoing maintenance and support throughout the term of the agreement. Pacquare will deliver the existing source code and provide up to 80 hours of developer-to developer support for knowledge transfer to new developers of the Company for a six month period. The OLA license shall be held by the Company perpetually can be transferred and will be royalty free to modify and develop the platform for internal use or for white-label deployment, to charge correspondents a fee for use and transfer and assign such license in connection with the sale of WDCO or Atlas. Payment shall be $375,00 payable over the 36 month term as follows: $20,000 upon effective date of agreement, $15,000 first month payment and $10,000 for the remaining 34 months.

v3.25.3
ACQUISITION OF WILSON-DAVIS
12 Months Ended
Jun. 30, 2025
ACQUISITION OF WILSON-DAVIS  
ACQUISITION OF WILSON-DAVIS

NOTE 10. ACQUISITION OF WILSON-DAVIS

Prior to the Closing, AtlasClear and the Company entered into two amendments to the Broker-Dealer Acquisition Agreement with Wilson-Davis and the then-owners of Wilson-Davis.

As a result of the closing of the business combination the Company allocated the purchase price with the acquisition of Wilson-Davis under the acquisition method of accounting. The final allocation of the purchase consideration for the merger was determined and is summarized below.

As such the allocation of the purchase price is as follows:

Cash paid to Wilson-Davis shareholders

    

$

8,092,569

Short-term notes

 

5,000,000

Long-term notes

 

7,971,197

Value of shares transferred from sponsor

 

6,000,000

Total consideration paid

 

27,063,766

Allocated to:

 

Cash

$

11,333,271

Cash segregated

 

22,000,605

Receivables

 

4,065,148

Trading Securities, market value

 

6,875

Prepaid Income Tax

 

201,125

Accounts payable, accrued expenses and other current liabilities

 

(28,045,034)

Current portion of lease liability

 

(161,212)

Property and equipment

 

23,645

Cash deposit BDs and Clearing Organizations

 

3,536,664

Operating Lease Right-to-Use Lease Assets

 

395,063

Other Assets

 

385,058

Stock loan

 

(1,431,068)

Long-term Lease liability

 

(239,629)

Subordinated Borrowing

 

(1,950,000)

Deferred tax liability

(3,724,270)

Trading Account deposit

 

(100,000)

Net assets acquired

 

6,296,241

Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill

$

20,767,525

The fair value of property and equipment was determined using the indirect cost approach which utilizes fixed asset record information including historical costs, acquisition dates, and asset descriptions and applying asset category specific nationally recognized indices to the historical cost of each asset to derive replacement cost new less depreciation. Management has also made the initial determination that all other assets and liabilities to be acquired are primarily estimated to be stated at their fair values, which approximates their recorded cost. While a final determination of the value of the identifiable intangibles has not been completed, management has made an initial determination that approximately $20.77 million of the excess of the purchase price over the net assets acquired should be allocated to identifiable intangible assets.

    

    

Estimated

Useful Life

Amount

(Years)

Customer Lists (a)

$

14,625,000

 

12

Excess of purchase price

 

20,767,525

 

Goodwill

$

6,142,525

 

(a)

The Wilson Davis customer relationships were valued using the Multi-Period Excess Earnings Method (“MPEEM”). The MPEEM reflects the present value of the operating cash flows generated by existing customer relationships after taking into account the cost to realize the revenue and an appropriate discount rate to reflect the time value and risk associated with the cash flows.

Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of Wilson-Davis operations and AtlasClear Holdings’s operations, as though the acquisition of Wilson Davis had been completed as of the beginning of fiscal 2024. The pro forma financial information for the transition period ended June 30, 2024 combines our results for these periods with that of AtlasClear Holdings’s results for transition perioded ended June 30, 2024.

The following table summarizes the unaudited pro forma financial information:

    

June 30, 2024

Total revenue

$

5,247,150

Net loss

(23,878,060)

Weighted average shares

 

Basic and diluted

 

196,696

Net loss per shares:

 

Basic and diluted

$

(121.40)

The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and the cost of financing the acquisition had taken place at the beginning of fiscal 2024. The financial information for the periods presented above includes pro forma adjustments as follows:

    

June 30, 2024

Transaction cost

$

(9,008,053)

Amortization of intangibles

$

Loss on AtlasClear acquisition

$

86,392,769

Interest earned on investments held in trust

$

(256,279)

v3.25.3
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC
12 Months Ended
Jun. 30, 2025
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC  
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC

NOTE 11. ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC

In connection with the Closing, and pursuant to the terms of the Business Combination Agreement, stockholders of AtlasClear (the “AtlasClear Stockholders”) received merger consideration (the “Merger Consideration Shares”) consisting of 74,000 shares post reverse split of common stock of the Company, par value $0.0001 per share (the “Common Stock”). In addition, the AtlasClear Stockholders will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”) upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will not be issued. Atlas FinTech will also receive up to $20 million of shares of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. The revenue targets will be measured yearly for five years following Closing, with no catch-up between the years.

To reflect the purchase of Developed Technology identified under the Assignment and Assumption Agreement and Bill of Sale (the “Contribution Agreement”) between AtlasClear, Atlas FinTech and Atlas Financial Technologies Corp., pursuant to which Atlas FinTech and Atlas Financial Technologies Corp. contributed to AtlasClear all rights, title and interest in certain intellectual property, among other things. There are no historical revenues for the Developed Technology and AtlasClear’s management determined the fair

value based on their experience and expectations from running similar models in previous companies. The value was derived based on the purchase price allocation as follows: (the table below is expressed in thousands).

Total Purchase Price(a)

    

$

44,400,000

Fair value of Software Product Earn Out Shares(b)

 

10,963,000

Fair value of Earn Out Shares(c)

 

31,347,000

Purchase price allocated to Contribution Agreement

$

86,710,000

SURFACExchange

$

381,461

Bond Quantum

 

32,284

Atlas

 

7,749,299

Rubicon

 

10,000,000

Total Developed Technology acquired(d)

$

18,163,044

Transaction cost(e)

$

68,546,956

Technology acquired

$

18,163,044

Amortization recognized

(317,231)

Carrying balance of Technology acquired written off

17,845,813

Total loss on AtlasClear technology acquired

$

86,392,769

(a)

The closing consideration of $44.40 million is to be delivered in common stock. As such 74,000 post reverse - splits shares were delivered based on $60 per share post reverse - split presumed value of common stock.

(b)

Atlas FinTech will receive up to $20.00 million of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones (based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing). The revenue targets will be measured yearly for the five years following Closing, with no catch-up between the years. The value was determined based on projected revenue based on a discount factor. The Earn Out provision was analyzed under ASC 480 and ASC 815. the Software Products Earn Out Shares Payments in this transaction are within the scope of ASC 480 and therefore will be accounted for as a liability and included in the purchase price consideration. The revenue earnout was estimated using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity.

(c)

Atlas FinTech will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”). The Earn Out Shares will be issued to AtlasClear Stockholders upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will be cancelled. The Earn Out provision was analyzed under ASC 480 and ASC 815. The earnout provision was deemed to be indexed to the Company’s own stock and therefore equity classified. The share based earnout was estimated using a Monte Carlo simulation to determine if and when the stock price hurdles would be achieved. The expected stock price volatility was based upon guideline public companies.

(d)

Under SAB topic 5G transfers of nonmonetary assets for stock prior to an initial offering should be recorded at predecessor cost in accordance with GAAP. As such the value of the Developed Technology was based on the carrying value of Atlas FinTech of $18.16 million. The estimated useful life was determined to be eight years. There are no historical revenues for the Developed Technology and AtlasClear’s management determined the fair value based on their experience and expectations from running similar models in previous companies.

(e)

ASC 350 prohibits the recognition of goodwill in an asset purchase. As such the difference between the purchase price of $86.98 million was charged as transactions and recorded under accumulated deficit of $68.55 million.

Pursuant to the Contribution Agreement, Atlas FinTech and Atlas Financial Technologies Corp. contributed to AtlasClear all their rights, title and interest to the above stated software products and intellectual property assets upon the closing of the Business Combination (the “FinTech Assets”). At present, none of the FinTech assets are in production. Further, due to limited capital contributions from the Quantum’s trust account, management views timelines for revenue recognition from the FinTech Assets to be unknowable and therefore has decided to write down the assets.

v3.25.3
INTANGIBLE ASSETS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
INTANGIBLE ASSETS    
INTANGIBLE ASSETS

NOTE 9. INTANGIBLE ASSETS

Amortization expense was $355,795 and $307,191 for the three month period ended September 30, 2025 and September 30, 2024, respectively.

Intangible Assets of the company at September 30, 202 and June 30, 2025 are summarized as follows:

September 30, 2025

    

Est useful

    

Accumulated

    

Impairment

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Pacsquare assets – Proprietary Software

10 years

 

1,928,800

 

(192,299)

 

 

1,736,501

Customer Lists

12 years

 

14,625,000

 

(2,000,086)

 

 

12,624,914

Intangible Assets

$

22,696,325

$

(2,192,385)

$

$

20,503,940

June 30, 2025

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

 

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

 

10 years

 

1,928,800

 

(143,696)

 

 

1,785,104

Customer Lists

 

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

 

  

$

22,696,325

$

(1,836,590)

$

$

20,859,735

Below is a summary of the amortization of intangible assets for the next five years:

Fiscal Year

    

Amount

June 30, 2026

$

1,055,782

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,414,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

NOTE 12. INTANGIBLE ASSETS

Pacsquare Purchase Agreement

Pursuant to the transactions contemplated by a letter of intent, on February 16, 2024, AtlasClear and Pacsquare entered into a Source Code Purchase Agreement and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear acquired the AtlasClear Platform. Pursuant to the Pacsquare Purchase Agreement, Pacsquare will develop, implement and launch the AtlasClear Platform and provide maintenance and support services as described in the agreement. The Pacsquare Purchase Agreement provides that Pacsquare will develop and deliver to AtlasClear the Level 1 equities trading platform and that it will develop and deliver all modules of the clearing platform within 12 months of signing the Pacsquare Purchase Agreement. AtlasClear owns all the intellectual property relating to the AtlasClear Platform, including the software and source code. The Pacsquare Purchase Agreement also granted AtlasClear a right of first refusal to any products or services that relate to trading, settlement, clearance or any other business of AtlasClear that Pacsquare proposes to offer to other persons. The purchase price for the assets was $4.8 million as follows: (i) $1.9 million, consisting of (A) $100,000 payable in a cash upon delivery of the source code and execution of the Pacsquare Purchase Agreement; (B) $850,000 payable in shares of Common Stock at a price of $6.00 per share; and (C) $950,000 to be paid in four monthly installments of $237,500, payable in shares of Common Stock at the price per share on the day of issuance and (ii) $2.7 million to be paid ratably on a module-by-module basis upon delivery and acceptance of each of the AtlasClear Platform modules. AtlasClear has sole discretion to determine whether any of the foregoing payments will be made in cash or shares of Common Stock. On June 10, 2025 the Company and Pacsquare entered into a Software Development and License agreement, where the parties agreed to supersede and replace the Pacsquare Purchase Agreement and to fully release one another form any and all obligations or claims arising from or pursuant to the prior agreement. Refer to Note 9 for additional discussion related to the Software Development and License agreement.

As of June 30, 2024, the Company has issued 5,600 shares of Common Stock, 2,361 of which were valued at $360 per share valued at $850,000, per agreed upon terms. 3,239 valued at $90 per share valued at $291,500 based on the fair value of common stock on March 12, 2024, the date the shares were issued pursuant to the terms of the Pacsquare Purchase Agreement. The Company paid $500,000 in cash and accrued $85,000 in accounts payable for total carrying value of $1,726,500. During year ended June 30, 2025, the Company issued 8,333 shares valued at $122,300 on issuance date to Pacsquare as additional consideration towards the AtlasClear platform and accrued and additional $80,000 in accrued invoices received, bringing the balance to $1,928,800 as of June 30, 2025. Of the $165,000 accrued as of March 31, 2025, the Company paid $125,000 in cash leaving $40,000 payable included in accounts payable. The AtlasClear platform commenced utilization as of the quarter ended December 31, 2024 as such amortization expense for the year ended June 30, 2025 is $143,696 and zero for the transition period ended June 30, 2024. The Company anticipates a useful life of 10 years.

Intangible Assets of the Company at June 30, 2025 are summarized as follows:

June 30, 2025

Est useful

    

    

Accumulated

    

Impairment

    

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

1,928,800

(143,696)

1,785,104

Customer Lists

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

$

22,696,325

$

(1,836,590)

$

$

20,859,735

    

June 30, 2024

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

 

1,726,500

 

 

 

1,726,500

Technology acquired

zero years

 

18,163,044

 

(317,231)

 

(17,845,813)

 

Customer Lists

12 years

 

14,625,000

 

(474,144)

 

 

14,150,856

Intangible Assets

$

40,657,069

$

(791,375)

$

(17,845,813)

$

22,019,881

Below is a summary of the amortization of intangible assets for the next five years:

Year

    

Amount

June 30, 2026

$

1,411,577

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,411,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

v3.25.3
LEASES
12 Months Ended
Jun. 30, 2025
LEASES  
LEASES

NOTE 13. LEASES

The Company has operating lease obligations for office space at its headquarters location.

The various leases have the following characteristics:

The Company renewed a three-year operating lease for office space in February 2024, which will expire January 31, 2027. The terms of the agreement call for an annual 3% escalation in rents and one three-year renewal option at market rates.

The Company entered into a 63- month operating lease for office space in April 2020, which will expire June 30, 2025.

Rent expense under the three operating agreements totaling $195,266 for the year ended June 30, 2025 and $203,227 for the transition period ended June 30, 2024 was charged to operations during the fiscal year ended June 30, 2025 and the transition period ended June 30, 2024, respectively. The following is the future minimum payments required by the office lease agreements in effect at June 30, 2025:

2026

    

118,597

2027

70,377

Total minimum lease payments

188,974

Less interest factor

(6,245)

Total operating lease liability

182,729

Less operating lease liability - current portion

(111,983)

Operating lease liability - long term portion

$

70,746

As disclosed in Note 2, the Company adopted ASU No. 2016-02, Leases (Topic 842), which requires leases with durations greater than 12 months to be recognized on the statement of financial condition. The Company uses its estimated cost-of-capital at lease commencement as its interest rate, as the operating leases do not provide readily determinable implicit interest rates.

The following table presents the Company’s lease-related assets and liabilities as of June 30, 2025:

June 30, 

June 30, 

    

2025

    

2024

Operating lease ROU Asset - February 9, 2024

$

179,267

$

395,063

Increase

Decrease

(68,727)

Operating lease ROU Asset - Ending Balance

$

179,267

$

326,336

Operating lease liability - Short Term

$

111,983

$

149,499

Operating lease liability - Long Term

70,746

182,729

Operating lease liability - Total

$

182,729

$

332,228

The following table presents the weighted-average remaining lease term and weighted-average discount rates related to the Company’s operating leases as of June 30, 2025 and 2024:

    

June 30, 

 

June 30, 

2025

 

2024

Weighted average remaining lease term

 

1.58

years

2.35

years

Weighted average discount rate

 

5.00

%

4.97

%

v3.25.3
STOCKHOLDERS' EQUITY (DEFICIT)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
STOCKHOLDERS' DEFICIT    
STOCKHOLDERS' EQUITY (DEFICIT)

NOTE 10. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 25,000,000 shares of Preferred Stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2025 and June 30, 2025, there were no shares of Preferred Stock issued or outstanding.

Common stock — The Company is authorized to issue 500,000,000 shares of Common Stock. Holders of the Company’s Common Stock are entitled to one vote for each share. At September 30, 2025 and June 30, 2025, there were 126,819,145 and 40,165,603 shares of Common Stock outstanding, respectively.

The Common Stock commenced trading on the NYSE American LLC (“NYSE American”) under the symbol “ATCH” on February 12, 2024. AtlasClear Holdings’ public warrants (the “Public Warrants”) commenced trading on the over-the-counter market (the “OTC”) under the symbol “ATCH WS” on February 12, 2024.

On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors, as consideration for legal and consulting services provided to the Company prior to his employment. The shares were valued based on the closing price of the date of issuance of $0.21 for a total value of $169,920.

On August 11, 2025, the Company issued 200,000 shares of Common Stock as consideration for $40,000 in open invoices to a service provider.

Pursuant to a Software As A Services License Agreement, as payment in shares for services rendered during the three months period ended September 30, 2025, the Company issued 356,901 shares of Common Stock valued at the closing price on the date of issuance of $0.162 per share, resulting in compensation expense of $57,821.

Refer to Notes 6 and 8 for details regarding shares issued during the three months ended September 30, 2025 and 2024.

NOTE 14. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock — The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2025 and June 30, 2024, there were no shares of preferred stock issued or outstanding.

Common stock — The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2025 and June 30, 2024, there were 40,165,603 and 207,585, respectively.

In connection with the Closing, each share of Quantum’s common stock (“Quantum Common Stock” or “Public Shares”) that was outstanding and had not been redeemed was converted into one share of Common Stock. Each outstanding public warrant to purchase Quantum Common Stock became a warrant to purchase one-half of a share of Common Stock. Each outstanding warrant to purchase Quantum Common Stock initially issued in a private placement in connection with Quantum’s initial public offering became a warrant to purchase one share of Common Stock.

The Common Stock commenced trading on the NYSE American LLC (“NYSE”) under the symbol “ATCH” on February 12, 2024. AtlasClear Holdings’ warrants commenced trading on the over-the-counter market (the “OTC”) under the symbol “ATCH WS” on February 12, 2024.

Refer to Note 8, 9, 11 and 12 for details regarding shares issued during the year ended June 30, 2025.

v3.25.3
WARRANTS
12 Months Ended
Jun. 30, 2025
WARRANTS  
WARRANTS

NOTE 15. WARRANTS

As of June 30, 2025 and June 30, 2024, there are 20,125,000 Public Warrants outstanding, each Public Warrant entitles the holder to purchase one-half of one share of common stock at an exercise price of $690 post reverse split per whole share, that are classified and accounted for as equity instruments. The Public Warrants are now exercisable. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;
at a price of $0.60 per warrant;
at any time after the warrants become exercisable;
upon not less than 30 days’ prior written notice of redemption;
if, and only if, the reported last sale price of the shares of common stock equals or exceeds $990 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $552 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares or Private Warrants held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and income thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $570 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of, the Market Value and Newly Issued Price, and the $990 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

As of June 30, 2025 and June 30, 2024, there are 6,153,125 Private Warrants to purchase an equal number of common shares that are outstanding that are classified and accounted for as derivative liabilities. Under this accounting treatment, the Company is required to measure the fair value of the Private Warrants at the end of each reporting period as well as re-evaluate the treatment of the Private Warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $690 post reverse split per share, and (ii) the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

On the Closing Date, the Company, AtlasClear Holdings and CST entered into that certain Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”). The New Warrant Agreement amends that certain Warrant Agreement, dated as of February 4, 2021, by and between the Company and CST (the “Existing Warrant Agreement”), to provide for the assignment by the Company of all its rights, title and interest in the warrants of the Company to AtlasClear Holdings. Pursuant to the New Warrant Agreement, all Company warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Quantum Common Stock, but instead will be exercisable for shares of Common Stock.

v3.25.3
INCOME TAX
12 Months Ended
Jun. 30, 2025
INCOME TAX  
INCOME TAX

NOTE 16. INCOME TAX

The Company accounts for income taxes using an asset and liability approach. Under this method, the tax provision includes taxes currently due plus the net change in deferred tax assets and liabilities. Deferred tax assets and liabilities arise from temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refund received, as provided for under currently enacted tax law. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not expected to be realized.

The benefit (provision) for income taxes consisted of the following for the periods indicated:

    

June 30, 2025

    

June 30, 2024

Current Tax:

  

  

Federal

$

$

State

 

1,556

 

3,170

Total current

 

1,556

 

3,170

Deferred Tax:

 

 

Federal

 

(209,219)

 

(546,276)

State

 

(51,718)

 

(26,630)

Total deferred

 

(260,937)

 

(572,906)

Total benefit on income taxes

$

(259,381)

$

(569,736)

The benefit from or provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company’s loss or income before income taxes as follows for the periods indicated:

    

June 30, 2025

    

Rate

 

Tax at Statutory rate (21%)

$

1,153,091

21.00

%

Permanent Differences:

 

Change in fair value of warrant liability

$

(38,765)

(0.71)

%

Meals

 

2,836

0.05

%

Entertainment

 

34

0.00

%

Chane in fair value of convertible note

 

(837,981)

(15.26)

%

Change in fair value of Long-Term and Short-Term Investor Notes

 

(2,597,515)

(47.31)

%

Change in fair value of Earnout Liability

 

(195,090)

(3.55)

%

Change in fair value of Subscription Agreement

 

13,503

0.25

%

Change in fair value of Stock Payable

 

(48,887)

(0.89)

%

Change in fair value of Tau Agreement

 

85,597

1.56

%

Change in fair value of Tau commitment fee

 

(10,536)

(0.19)

%

Change in fair value of WDCO sellers convertible note

 

(10,363)

(0.19)

%

Change in fair value of WDCO Share payable

 

176,353

3.21

%

Change in statutory rate

 

13,123

0.24

%

Return To Provision

 

(1,477,734)

 

(26.91)

%

State Tax – Net of Federal Benefit

 

(400,312)

(7.29)

%

State Minimum Tax – Net of Federal Benefit

 

1,229

0.02

%

Chang in Valuation Allowance – State

 

441,782

8.05

%

Chang in Valuation Allowance - Federal

 

1,752,730

31.92

%

Net adjustments - Federal

181,158

3.30

%

–Goodwill intangible DTA recognized as part of acquisition

 

1,536,366

27.98

%

Income tax benefit

$

(259,381)

(4.72)

%

    

June 30, 2024

    

Rate

 

Tax at Statutory rate (21%)

 

$

(25,376,496)

21.00

%

Permanent Differences:

 

Change in fair value of NRA liability

 

$

34,571

(0.03)

%

Meals

 

1,769

0.00

%

Entertainment

 

161

0.00

%

Nondeductible transaction costs

1,891,691

(1.57)

%

Change in fair value of Long-Term and Short-Term Investor Notes

2,353,692

(1.95)

%

Change in fair value of Secured Convertible Note

753,039

(0.62)

%

Change in fair value of Earnout Liability

280,350

(0.23)

%

Change in fair value of Subscription Agreement

8,147

(0.01)

%

Change in fair value of Stock Payable

(206,865)

0.17

%

Loss on AtlasClear acquisition

18,142,481

(15.01)

%

Stock Compensation Expense

307,157

(0.25)

%

Extinguishment of Accrued Liabilities

(184,689)

0.15

%

Change in fair value of WDCO Share payable

683,941

(0.57)

%

Return To Provision

(477,461)

0.40

%

State Tax – Net of Federal Benefit

(220,234)

0.18

%

State Minimum Tax – Net of Federal Benefit

2,504

0.00

%

Chang in Valuation Allowance – State

 

499,331

(0.41)

%

Chang in Valuation Allowance - Federal

 

937,175

(0.78)

%

Income tax benefit

 

$

(569,736)

0.47

%

The change in the Company’s effective tax rate in the current year, as compared to the prior year, was primarily due to the addition of the state tax provision.

Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows for the periods indicated:

    

June 30, 2025

    

June 30, 2024

Deferred Tax Assets:

 

  

 

  

Fixed Assets

$

3,881

$

261

Business Combination Expenses

 

533,602

 

530,560

IRC Sec. 195 Start-Up Costs

 

896,917

 

956,768

Allowance for Bad Debt

 

102,733

 

3,820

Accrued Contingent Liability

 

25,611

 

25,465

Lease Liability (ASC 842)

 

46,799

 

84,602

IRC Sec. 1231 Losses

 

1,775

 

1,774

Net Operating Loss

 

3,612,862

 

1,361,541

Total Deferred Tax Asset

 

5,224,180

 

2,964,791

Deferred Tax Liabilities:

 

 

Intangible Assets

 

3,312,054

 

5,167,729

ROU Lease Asset (ASC 842)

 

45,912

 

83,102

State Tax - Current

 

526

 

526

State Tax - Deferred

 

89,732

 

110,452

Total Deferred Tax Liability

 

3,448,224

 

5,361,809

Net Deferred Tax Asset/(Liability) before Valuation allowance

 

1,775,956

 

(2,397,018)

Valuation Allowance

 

(5,043,381)

 

(2,848,868)

Net Deferred Tax Asset/(Liability)

$

(3,267,425)

$

(5,245,886)

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets (“DTA”). Under ASC 740, the guidance requires an analysis of deferred tax assets to determine the realizability of deferred tax assets. Deferred tax assets require a valuation allowance if its more-likely-than-not, greater than 50% likelihood that some portion, or all, of the deferred tax assets will not be realized in the near future. The analysis is based on the weight of all available evidence, both positive and negative evidence. Management has considered all available positive and negative evidence in performing an assessment as to the need for a deferred tax asset valuation allowance.

The negative evidence considered included:

Tax net operating loss carryforwards generated in the current year.
The Company has deemed to begin business operations in the current year and is no longer considered a startup company pursuant to IRC Sec. 195. As a result, the company is eligible to start amortizing previously capitalized startup costs for income tax purposes, which will generate current and future tax deductions.

The positive evidence considered included:

The company has had taxable income in the most recent previous tax years.

On the basis of this evaluation, as of June 30, 2025, a valuation allowance of $5.03 million has been recorded because management has concluded that it is more likely than not that such DTA will ultimately not be realized in the near future. The amount of the DTA considered realizable, however, could be adjusted in future years if estimates of future taxable income during the carryforward period are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth.

The Company’s policy is to record interest and penalties related to unrecognized tax benefits in general and administrative expenses. The Company has not recorded any unrecognized tax benefits, or related interest and penalties, as of the period ended June 30, 2025. Per discussions with the management, there are no significant fines/penalties for the period ended June 30, 2025 and there are no new audits or any open audits as of June, 30 2025.

For financial statement disclosure of tax positions taken or expected to be taken on a tax return, the impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. There was no recognition of uncertain tax positions required for the period ended June 30, 2025. Based upon review of the federal and state return for the open years and review of the draft financial statements for the period ended June 30, 2024, there are no material uncertain tax positions that require financial statement disclosure. The Company has federal income tax net operating loss (“NOL”) carryforwards of $13.95 million as of June 30, 2025. The net operating losses can be carried forward indefinitely. The Company also has various state NOL carryforwards of $14.82 million as of June 30, 2025 which are expected to expire beginning in 2044. The Company’s NOLs may be limited under Section 382 of the Internal Revenue Code (“IRC”). NOLs are limited when there is a significant ownership change as defined by the IRC Section 382. The Company has not yet determined whether an ownership change has occurred that could limit the availability of its net operating loss carryforwards into 2026.

v3.25.3
FAIR VALUE MEASUREMENTS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
FAIR VALUE MEASUREMENTS    
FAIR VALUE MEASUREMENTS

NOTE 12. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2025 and June 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

    

    

September 30, 

    

June 30, 

Description

Level

2025

2025

Assets:

Trading securities

1

$

5

$

5

 

 

  

 

  

Liabilities:

 

Subscription agreement

3

$

691,321

$

2,489,945

Warrant liability – Private Warrants

3

$

184,594

$

123,062

Earnout liability

3

$

11,485,000

$

11,369,000

Convertible notes Chardan derivative

 

3

$

$

103,185

Merger financing derivative

 

3

$

$

63,696

Tau agreement

3

$

$

539,787

Debentures – derivative

3

$

1,189,955

$

Convertible Notes – derivative

 

3

$

435,027

$

Subscription Agreement

On February 9, 2024, the Registrant entered into the Winston & Strawn Agreement, as described in Note 8.

The Winston & Strawn Agreement is considered a variable-share obligation under ASC Topic 480 (“Distinguishing Liabilities from Equity”). The Winston & Strawn Agreement meets the requirements for classification under ASC 480 and as a result is required to be accounted for as a liability under ASC 480 and is presented as such on the Condensed Consolidated Balance Sheets. The Company will record a change in fair value on each reporting period until settlement in its Condensed Consolidated Statement of Operations. See Note 8 for further discussion.

As of September 30, 2025 the Company had not issued the shares as stipulated under the agreement and, as such, the Company determined that utilizing a Monte Carlo model was no longer appropriate considering the economic nature of the contract. The Company anticipates making cash payments to settled the obligations. As such, the Winston & Strawn Agreement was valued using the Discounted Cash flow approach to better determine the fair value of the Winston & Strawn Agreement. The agreement does not have any specific provision regarding default. The key valuation input under the discounted cash flow approach was 11% discount rate applied to the anticipated cash out flows over a year.

The key inputs into the Monte Carlo model for the Subscription Agreement were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Equity volatility

 

167.7

%

Risk-free rate

 

4.21

%

Warrant Liability

The private placement warrants originally issued by Quantum and assumed by the Company in connection with the Business Combination (the “Private Warrants”) were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations.

The Private Warrants were, initially and as of the end of each subsequent reporting period, valued using a lattice model, specifically a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in

determining the fair value of the Private Warrants is the expected volatility of the Company’s Common Stock. The expected volatility of the Company’s Common Stock was determined based on the implied volatility of the publicly traded Public Warrants.

The key inputs into the Black-Scholes model for the Private Warrants were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Risk-free rate

 

3.59

%  

 

3.67

%

Dividend yield

 

0.00

%  

 

0.00

%

Volatility

 

149.4

%  

 

167.7

%

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 2029

 

February 2029

Earnout Liability

The liability associated with the Earnout Shares was, initially as of February 9, 2024, valued using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity.

The key inputs into the Monte Carlo model for the Earnout liability were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Revenue volatility

 

12.00

%  

 

12.00

%

Discount factor for revenue

 

9.95

%  

 

9.31

%

Convertible Note Derivatives

The conversion derivative, associated with Short-Term Notes, Long-Term Notes and the Chardan Note was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative liability in the consolidated statements of operations. The convertible note derivative is made up of the fair value of the embedded conversion option included in the Long-Term Notes and the Chardan Note with a fair value as of September 30, 2025 of $0, and $0. The fair value of the embedded conversion option included in the Long-Term Notes and the Chardan Note with a fair value as of June 30, 2025 of $103,185 and $0, respectively, totaling $103,185.

Long-Term Notes

As of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Long-Term Notes at $103,185. During the three months ended September 30, 2025 the Long-Term Notes were settled in full as such the derivative was settled in full with a zero value as of September 30, 2025.

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

167.7

%

Effective expiration date

February 2026

Chardan Note

As of June 30, 2025 the conversion feature of the Chardan Note was valued using Monte Carlo model resulting in the fair value of the conversion option at $0. During the three months ended September 30, 2025 the Chardan Note was fully converted into shares and was settled in full as such the derivative was settled in full with a zero value as of September 30, 2025.

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

47.6

%

Effective expiration date

 

September 30, 2025

Secured Convertible Note

As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of June 30, 2025 valuation of the Secured Convertible Note conversion feature now was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of June 30, 2025, the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Secured Convertible Note at $0. See Note 9 for additional information. The Company has sufficient shares authorized and, as such, as of September 30, 2025 the Company no longer requires bifurcation of the conversion feature.

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

Merger Financing Note

As of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Merger Financing Note at $63,696. During the three months ended September 30, 2025, the Merger Financing Note was settled in full as such the derivative was settled in full with a zero value as of September 30, 2025.

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

Tau Agreement

As discussed in Note 8 the Tau Agreement no longer has share available to utilize and management does not intend to utilize the ELOC. As such as of September 30 2025 was deemed to be zero. As of June 30, 2025 both the Commitment Amount and the Commitment Fee were valued using Monte Carlo model resulting in the fair value of the Commitment Amount at $539,448 and the Commitment Fee at $337.

The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 was as follows:

    

June 30,

 

Input

2025

 

Anticipated Monthly Advance Amounts

$

40,000

Risk-free rate

3.75

%

Volatility

167.7

%

Effective expiration date

July 2026

Debenture Derivative

On August 4, 2024 the Company issued the Debenture as discussed in Note 8. The Company determined that the conversion feature was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of September 30, 2025 and August 4, 2025, the issuance date, the Debenture was valued using Scenario Based Methodology model resulting in the fair value of the conversion option included in the Debenture embedded derivative at $1,189,955 and $352,067, respectively. See Note 8 for additional information.

The key inputs into the Monte-Carlo model for the conversion derivative as of September 30, 2025 and August 4, 2025 were as follows:

    

September 30, 

    

August 4,

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.22

Risk-free rate

3.66

%  

3.75

%

Discount rate

10.99

%  

15.41

%

Probability of default

15.0

%  

15.0

%

Recovery rate

 

42.9

%  

 

42.9

%

Volatility

 

149.4

%  

 

165.9

%

Effective expiration date

 

August 2026

 

August 2026

Convertible Note Derivative

On September 16, 2024 the Company issued Convertible Notes as discussed in Note 8. The Company determined that the conversion feature was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of September 30, 2025 and September 16, 2025, the issuance date, the Convertible Notes derivative was valued using a Scenario Based methodology model resulting in the fair value of the embedded derivatives included in the Convertible Notes at $435,027 and $382,154, respectively. See Note 8 for additional information.

The key inputs into Scenario Based Method for the conversion derivative as of September 30, 2025 and September 16, 2025 were as follows:

September 30,

September 16,

 

Input

    

2025

    

2025

 

Discount rate

 

10.96

%  

11.21

%

Probability of default

 

8.27

%  

8.98

%

Recovery rate

 

42.90

%  

42.90

%

Effective expiration date

 

March 2026

 

March 2026

The following table presents the changes in the fair value of the following:

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2025

$

123,062

$

539,787

Write of receivable

(205,238)

Change in valuation inputs or other assumptions

61,531

(334,549)

Fair value as of September 30, 2025

$

184,593

$

Private

Tau

Placement

Agreement

    

Warrants

    

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

 

 

1,090,949

Transferred to equity

 

 

(303,000)

Change in valuation inputs or other assumptions

 

(246,125)

 

184,559

Fair value as of September 30, 2024

$

61,531

$

972,508

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

Change in valuation inputs or other assumptions

(103,185)

116,000

Fair value as of September 30, 2025

$

$

11,485,000

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

$

12,298,000

Change in valuation inputs or other assumptions

 

(14,320,179)

 

340,000

Fair value as of September 30, 2024

$

2,142,511

$

12,638,000

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2025

$

2,489,945

$

63,696

Change in valuation inputs or other assumptions

 

(1,798,624)

 

(63,696)

Fair value liability as of September 30, 2025

$

691,321

$

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2024

$

2,425,647

$

Initial measurement

 

 

113,044

Change in valuation inputs or other assumptions

 

34,841

 

63,195

Fair value liability as of September 30, 2024

$

2,460,488

$

176,239

    

    

Secured

Contingent

Convertible

Guarantee

Derivative

Fair value as of June 30, 2024

$

3,256,863

$

Shares issued as partial payment

(1,210,290)

Change in valuation inputs or other assumptions

839,774

89,535

Exchange to Merger financing note

(2,886,347)

Fair value as of September 30, 2024

$

$

89,535

Convertible

Debenture

Notes

    

Derivative

    

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

352,067

 

382,154

Change in valuation inputs or other assumptions

 

837,888

 

52,873

Fair value as of June 30, 2025

$

1,189,955

$

435,027

There were no transfers between levels during the three months ended September 30, 2025 and 2024.

NOTE 17. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2025 and June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

    

    

June 30, 

    

June 30, 

Description

Level

2025

2024

Assets:

 

 

  

 

  

Trading securities

 

1

$

5

$

Liabilities:

 

 

  

 

  

Subscription agreement

3

$

2,489,945

$

2,425,647

Contingent Guarantee

3

$

$

3,256,863

Warrant liability – Private Warrants

 

3

$

123,062

$

307,656

Earnout liability

3

$

11,369,000

$

12,298,000

Convertible notes derivative

3

$

103,185

$

16,462,690

Merger financing derivative

3

$

63,696

$

Tau agreement

 

3

$

539,787

$

Subscription Agreement

On February 9, 2024, the Registrant entered into a Subscription Agreement and Discharge Agreement with Winston & Strawn LLP (“Winston”) Calculator New Pubco, Inc. and Quantum, as described in Note 9.

The Subscription Agreement is considered a variable-share obligation under ASC Topic 480 (“Distinguishing Liabilities from Equity”). The Subscription Agreement meets the requirements for classification under ASC 480 and as a result is required to be accounted for as a liability under ASC 480 and is presented as such on the Consolidated Balance Sheets. The Company will record a change in fair value on each reporting period until settlement in its Consolidated Statement of Operations. See note 9 for further discussion.

The key inputs into the Monte Carlo model for the Subscription Agreement were as follows:

June 30, 

June 30, 

 

Input

    

2025

    

2024

 

Market price of public shares

$

0.19

$

62.40

Equity volatility

 

167.7

%  

 

26.2

%

Risk-free rate

 

4.21

%  

 

5.05

%

Contingent Guarantee

In connection with the acquisition of Wilson-Davis, Founder shares were transferred to cover a cash deficit of $4,000,000. The share has a make-whole provision that require to be accounted for under ASC 480. The Company has valued the obligation as of June 30, 2024 of $3,256,863 based on the cash value that would need to be renumerated by the Company. The value of the cash that would be paid was deemed to be the fair value of the contingent guarantee. The Company issued shares valued at $1,210,290 during the nine months ended June 30, 2025 and based on the value of shares sold as of August 8, 2024 the Company was obligated to repay $2,886,347 under the contingent guarantee, resulting in a change in fair value of $839,775. On August 9, 2024 the Company issued convertible note to modify the repayment conditions, resulting in the extinguishment of the contingent liability and recognizing the fair value of the convertible note agreement referred to as Merger financing, see Note 9 for further discussion and below.

Warrant liability

The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations. See note 15 for further discussion.

The Private Placement Warrants were, initially and as of the end of each subsequent reporting period, valued using a lattice model, specifically a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the publicly traded Public Warrants.

The key inputs into the Black-Scholes model for the Private Warrants were as follows:

    

June 30, 

    

June 30, 

Input

2025

2024

Market price of public shares

$

0.19

$

62.40

Risk-free rate

 

3.67

 

4.27

%  

Dividend yield

 

0.00

 

0.00

%  

Volatility

 

167.7

 

58.7

%  

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 29

 

February 29

Earnout Liability

The Earnout liability was, initially and as of February 9, 2024, valued using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity.

The key inputs into the Monte Carlo model for the Earnout liability were as follows:

June 30, 

June 30, 

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

62.40

Revenue volatility

 

12.00

%  

 

15.00

%

Discount factor for revenue

 

9.31

%  

 

9.69

%

Convertible Note Derivatives

The Conversion derivative, associated with Short-term notes, Long-Term notes, and the Chardan Note was accounted for as a liability in accordance with ASC 815-40. The Conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Conversion derivative liability in the consolidated statements of operations. The Convertible note derivative is made up of the fair value of the embedded conversion option included in the Short-term notes, Long-Term notes, and the Chardan Note with a fair value as of June 30, 2025 of $0, $103,185 and $0, respectively, totaling $103,185. As of June 30, 2024 of $4,807,692, $7,664,613 and $3,990,385, respectively, totaling $16,462,690.

Short-Term Note

On February 9, 2024, the Company issued short-term notes to the former officers and directors of Wilson-Davis. The short-term notes have a conversion feature that qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024, and June 30, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement. The conversion feature is deemed to include an embedded derivative that requires bifurcation and separate account. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability with the offset being a discount to the note. The discount will be amortized as interest expense over the term of the short-term note(s). The derivative liability will be revalued at each reporting period with the change being charged to the income statement. The original derivative liability – for the short term note notes was valued at $487,329. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $4,320,363 to $4,807,692. The original $487,929 discount was amortized over the 90-day maturity. As of June 30, 2024, the Company did not repay the short-term notes, as such has incurred penalty interest from 9% to 13% until the note is repaid. The note was due on demand.

As of June 30, 2025, the sellers requested conversion of all principal and interest as such the shorth term loan was fully settled. See Note 9 for additional information.

The key inputs into the Black-Scholes model for the Conversion derivative were as follows:

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

5.49

Dividend yield

 

0.00

Volatility

 

14,643.0

Exercise price

$

0.99

Effective expiration date

May 2024

Long-Term Note

On February 9, 2024, the Company issued long-term notes to the former officers and directors of Wilson-Davis. The long-term notes have a conversion feature that qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024 and June 30, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement.The conversion feature is deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability with the offset being a discount to the notes. The discount will be amortized as interest expense over the term of the notes. The derivative liability will be revalued at each reporting period with the change being charged to Derivative liability – convertible notes. The original derivative liability – for the long term note notes was valued at $776,919. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $6,887,694 to $7,664,613. The original $776,919 discount will be amortized over the maturity.

As a result of the changes in stock price, the Company determined that as of June 30, 2025 valuation of the convertible note conversion feature under Black-Scholes was no longer appropriate as it does not take into account the probability of multiple components. As such as of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the long term loan at $103,185. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

The key inputs into the Black-Scholes model for the Conversion derivative were as follows:

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.90

Dividend yield

 

0.00

Volatility

 

14,461

Exercise price

$

0.99

Effective expiration date

February 2026

Chardan Note

In connection with the Closing, AtlasClear Holdings and Chardan agreed that the fee, in the amount of $7,043,750, payable by Quantum to Chardan upon the Closing pursuant to the terms of the business combination marketing agreement entered into in connection with Quantum’s initial public offering, would be waived in exchange for the issuance by AtlasClear Holdings to Chardan of the Original Chardan Note in the aggregate principal amount of $4,150,000. The Original Chardan Note was issued by AtlasClear Holdings at the Closing. The Original Chardan Note had a stated maturity date of February 9, 2028. Interest accrued at a rate per annum equal to 13%, and was payable quarterly on the first day of each calendar quarter. On each interest payment date, the accrued and unpaid interest would have been, at the election of AtlasClear Holdings, either paid in cash or, subject to the satisfaction of certain conditions, in shares of Common Stock, at a rate equal to 85% of the VWAP for the trading day immediately prior to the applicable interest payment date. On October 23, 2024, the Company, Quantum Ventures, Chardan and Chardan Quantum LLC entered into the Settlement Agreement. In connection with the Settlement Agreement, Chardan exchanged the Chardan Note for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (as amended, the “Chardan Note”). While the Chardan Note does not bear interest, it can be converted from time to time by Chardan into shares of Common Stock, on terms substantially similar to the conversion provisions in the Original Chardan Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Chardan Note.

The Chardan Note qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement. The original derivative liability – for the Chardan Note was valued at $404,483. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $3,585,901 to $3,990,385. The original $404,483 discount will be amortized over the maturity. See Note 9 for additional information.

In addition, on each conversion date AtlasClear Holdings was required to pay to Chardan in cash (or, at AtlasClear Holding’s option and subject to certain conditions, a combination of cash and Common Stock) all accrued interest on the Chardan Note and all interest that would otherwise accrue on the amount of the Note being converted if such converted amount would be held to three years after the applicable conversion date.

As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of March 31, 2025, valuation of the convertible note conversion feature under Black-Scholes was no longer appropriate as it does not take into account the probability of multiple components. As such, as of June 30, 2025, the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Chardan Note at $0. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

 

47.6

%

Effective expiration date

September 30, 2025

The key inputs into the Black-Scholes model for the conversion derivative are as follows:

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.52

Dividend yield

 

0.00

Volatility

 

166,681.0

Exercise price

$

0.84

Effective expiration date

February 2028

Secured Convertible Note

As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of June 30, 2025 valuation of the secured convertible note conversion feature now was required to be bifurcated under ASC 815 as such the Company fair valued the embedded derivative. As such as of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Secured Convertible Note at $0. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

Merger Financing

As discussed above under Contingent Guarantee, on August 9, 2024 the Company issued convertible note to modify the repayment conditions, resulting in the extinguishment of the contingent liability and recognizing the fair value of the convertible note agreement. As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that the merger financing notes conversion feature was required to be bifurcated under ASC 815 as such the Company fair valued the embedded derivative. As such as of June 30, 2025 and August 9, 2024 the issuance date the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Merger financing notes at $63,696 and $113,044, respectively. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 and August 9, 2024 were as follows:

    

June 30,

    

August 9,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

4.13

%  

 

4.78

%

Discount rate

 

15.63

%  

 

16.98

%

Probability of default

 

14.3

%  

 

25.4

%

Recovery rate

 

28.9

%  

 

28.9

%

Volatility

 

167.7

%  

 

37.2

%

Effective expiration date

 

February 2026

 

February 2026

Tau Agreement

As discussed in Note 9 the Tau Agreement has both a Commitment Amount and a Commitment fee that requires to be fair valued under ASC 815 and ASC 480, respectively. As such as of June 30 2025 and July 31, 2024 the issuance date both the Commitment Amount and the Commitment Fee were valued using Monte Carlo model resulting in the fair value of the Commitment Amount at $539,448 and $966,153, respectively and the Commitment Fee at $337 and $124,796, respectively.

The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 and July 31, 2024 were as follows:

    

June 30,

    

July 31

 

Input

2025

2024

 

Anticipated Monthly Advance Amounts

$

40,000

$

40,000

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

July 2026

February 2027

The key inputs into the Monte-Carlo model for the Commitment Fee as of issuance date of, June 30, 2025 and July 31, 2024were as follows:

    

June 30,

    

July 31,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

February 2027

 

July 2026

The following table presents the changes in the fair value of the following:

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

1,090,949

Fair value of advance requests

1,652,300

Transferred to equity

(1,911,472)

Change in valuation inputs or other assumptions

(184,594)

(291,990)

Fair value as of June 30, 2025

$

123,062

$

539,787

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

 

$

12,298,000

Change in valuation inputs or other assumptions

 

(16,359,505)

 

 

(929,000)

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

    

Subscription

    

Contingent

Agreement

Guarantee

Fair value as of June 30, 2024

$

2,425,647

$

3,256,863

Shares issued as partial payment

 

 

(1,210,290)

Change in valuation inputs or other assumptions

 

64,298

 

839,774

Exchanged to Merger financing note

 

 

(2,886,347)

Fair value as of June 30, 2025

$

2,489,945

$

    

Merger

    

Secured

Financing

Convertible

Derivative

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

113,044

 

89,535

Change in valuation inputs or other assumptions

 

(49,348)

 

(89,535)

Fair value as of June 30, 2025

$

63,696

$

There were no transfers between levels during the year ended June 30, 2025 and the six months transition period ended June 30, 2024.

v3.25.3
SEGMENT REPORTING
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SEGMENT REPORTING    
SEGMENT REPORTING

NOTE 13. SEGMENT REPORTING

The Company operates as one reportable segment in accordance with ASC 280, Segment Reporting. The single reportable segment reflects the Company’s core business operations of securities broker and dealer, dealing in over-the-counter and listed securities.

The Chief Operating Decision Maker (CODM), identified as the Chief Financial Officer, who reviews financial performance and allocates resources on a consolidated basis. The Company’s internal reporting is prepared and reviewed as a single operating unit, without disaggregated information by product line, region, or customer type. Accordingly, the Company has determined that it operates in a single reportable segment.

The following table presents revenue and operating income (loss) for the periods presented:

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Commissions

$

2,334,389

$

1,383,828

Vetting fees

 

371,700

 

365,383

Clearing fees

 

714,349

 

1,047,712

Net gain/(loss) on firm trading accounts

 

(111)

 

1,711

Other revenue

 

830,263

 

5,448

Total revenue

$

4,250,590

$

2,804,082

Loss from operations

$

(877,238)

$

(941,102)

Total assets

$

73,634,759

$

55,994,817

Corporate general and administrative expenses are not allocated to any specific operating component and are included within total operating income.

Segment Assets

The Company does not report separate asset information by segment to the CODM. However, in accordance with ASC 280-10-50-30, the Company has elected to disclose total segment assets, which are equal to consolidated total assets. The table above summarizes total assets.

NOTE 18. SEGMENT REPORTING

The Company operates as one reportable segment in accordance with ASC 280, Segment Reporting. The single reportable segment reflects the Company’s core business operations of securities broker and dealer, dealing in over-the-counter and listed securities.

The Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer, who reviews financial performance and allocates resources on a consolidated basis. The Company’s internal reporting is prepared and reviewed as a single operating unit, without disaggregated information by product line, region, or customer type. Accordingly, the Company has determined that it operates in a single reportable segment.

The following table presents revenue and operating income (loss) for the periods presented:

    

    

For the Transition 

Year Ended 

Period Ended 

    

June 30, 2025

    

June 30, 2024

Commissions

$

5,937,532

$

2,679,673

Vetting fees

 

1,459,321

 

499,125

Clearing fees

 

3,165,714

 

756,393

Net gain/(loss) on firm trading accounts

 

6,580

 

10,046

Other revenue

 

287,465

 

56,246

Total revenue

$

10,856,612

$

4,001,483

Loss from operations

$

(4,917,281)

$

(14,268,826)

Total assets

$

60,892,833

$

57,466,554

Corporate general and administrative expenses are not allocated to any specific operating component and are included within total operating income.

Segment Assets

The Company does not report separate asset information by segment to the CODM. However, in accordance with ASC 280-10-50-30, the Company has elected to disclose total segment assets, which are equal to consolidated total assets. The table above summarizes total assets.

v3.25.3
SUBSEQUENT EVENTS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUBSEQUENT EVENTS    
SUBSEQUENT EVENTS

NOTE 14. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, other than as described below.

Convertible Note Financing

On October 8, 2025, the Company entered into the Restated SPA with Funicular, which amended and restated in its entirety the securities purchase agreement, dated February 9, 2024, pursuant to which the Company had issued and sold to Funicular, in a private placement, the Secured Convertible Note, in the original principal amount of $6,000,000. Pursuant to the Restated SPA, the Company issued and sold to Funicular, for a purchase price of $10,000,000, the Restated Note, which amends and restates the Secured Convertible Note in its entirety. The principal amount of the Restated Note is $10,097,782, consisting of the $10,000,000 purchase price plus $97,782 in remaining outstanding principal under the Secured Convertible Note.

The Restated Note has a stated maturity date of October 8, 2030. Interest accrues at a rate per annum equal to 11%, and is payable semi-annually on each June 30 and December 31. On each interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind by increasing the principal amount of the Restated Note. In the event of an Event of Default (as defined in the Restated Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 14% per annum. The Restated Note is convertible, in whole or in part, into shares of the Company’s common stock at the election of the holder at any time at an initial conversion price of $0.75 per share (the “Conversion Price”). The Conversion Price is subject to adjustment if the Company issues or is deemed to issue shares of common stock at a price below the then-current conversion price (subject to certain exceptions), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Restated Note contains covenants which, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, incur additional liens and sell its assets or properties.

The Restated Note is secured by a perfected security interest in substantially all of the existing and future assets of the Company and each Grantor (as defined in the Security Agreement, as defined below), including a pledge of all of the capital stock of each of the Grantors, subject to certain exceptions, as evidenced by (i) the security agreement, dated as of February 9, 2024 (the “Security Agreement”), among the Company, each of the Company’s subsidiaries and Funicular, and (ii) the guaranty, dated as of February 9, 2024 (the “Guaranty”), executed by each of the Company’s subsidiaries pursuant to which each of them has agreed to guaranty the obligations of the Company under the Restated Note and the other Loan Documents (as defined in the Restated Note), each of which was entered into in connection with the Funicular Note.

Pursuant to the Restated SPA, the Company agreed, among other things, that if the Restated Note becomes convertible into a number of shares of common stock in excess of 19.9% of the Company’s total number of shares of common stock outstanding, to seek the approval of its stockholders for the issuance of all shares of common stock issuable upon conversion of the Restated Note in excess of that amount, in accordance with the rules of the NYSE American.

Equity Financing

On October 8, 2025, the Company entered into the Equity SPA with certain institutional investors (each, an “Investor”), including Funicular, pursuant to which the Company agreed to issue and sell, in a private placement, 16,666,666 Units for a purchase price of $0.60 per Unit. Each Unit consists of one share of the Company’s common stock and one warrant (each, a “2025 Warrant”) to purchase common stock.

The 2025 Warrants are immediately exercisable on a cash basis or exchangeable on a cashless basis and will expire five years from the date of issuance. Each 2025 Warrant will be initially exercisable for one share of common stock at an initial exercise price of $0.75 per share, subject to adjustment for stock splits, distributions and the like (the “Initial Exercise Price”). The Initial Exercise Price is also subject to potential increase if the Company completes certain subsequent offerings at a price greater than the Initial Exercise Price while the 2025 Warrants remain outstanding. At any time after the issuance of the 2025 Warrants, the holder of the 2025 Warrants may exchange the 2025 Warrants on a cashless basis for a number of shares of common stock determined by multiplying the total number of shares with respect to which the 2025 Warrant is then being exercised by the Black Scholes Value (as defined in the 2025 Warrant) divided by the lower of the two closing bid prices of the common stock in the two days prior the time of such exercise.

In the event of a Fundamental Transaction (as defined in the 2025 Warrants), the holders of the 2025 Warrants will be entitled to receive upon exercise of the 2025 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the 2025 Warrants immediately prior to such Fundamental Transaction. Additionally, as more fully described in the 2025 Warrants, the holders of the 2025 Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the 2025 Warrant in connection with a Fundamental Transaction. If the Company fails to timely deliver the shares of common stock issuable upon exercise of the 2025 Warrants, the Company will be subject to liquidated damages.

Subject to the provisions of the Equity SPA, if, during the 12-month period commencing on the date of the closing, the Company carries out one or more Subsequent Financings (as defined in the Equity SPA), each Investor that purchases $50,000 or more of Units will have the right to participate in an amount up to 100% of such Investor’s investment amount under the Equity SPA in any such securities offered by the Company, subject to certain exceptions.

The Company engaged Dawson James Securities, Inc. as the placement agent (the “Placement Agent”) with respect to the offering of the Note and the Units. The Company agreed to pay the Placement Agent’s fees totaling (i) 4.5% of the aggregate gross from the sale of the Restated Note, (ii) 6% of the aggregate gross proceeds from the sale of the Units to current or previous investors not introduced to the Company by the Placement Agent and (iii) 7% of the aggregate gross proceeds from the sale of the Units to investors introduced to the Company by the Placement Agent, and to reimburse the Placement Agent’s expenses (subject to a cap). The Company also agreed to issue warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock to the Placement Agent and its designees.

$500,000 of the Units sold pursuant to the Equity SPA were purchased by Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors and the Chief Executive Officer of the Placement Agent.

The closings of the issuance and sale of the Note and the Units occurred on October 9 through October 14, 2025, and the Company issued an aggregate of 16,666,666 shares of Common Stock.

At the closings, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file one or more registration statements covering the resale of the shares of common stock included as part of the Units, as well as the shares issuable upon conversion of the Restated Note or exercise of the Warrants. The Company will be subject to liquidated damages if it fails to meet certain conditions set forth in the Registration Rights Agreement.

Issuances of Common Stock

On October 1, 2025, the Company and Interest Solutions entered into an amendment to the Interest Solutions Note whereby the conversion price floor of $2.00 was amended to $0.5627. As a result, on October 1, 2025, the Company issued 576,616 shares of Common Stock at a conversion price of $0.5627 in full settlement of $275,000 in principal and $49,462 of accrued interest.

On October 13, 2025, the Company and a vendor entered into a settlement agreement and release, whereas the Company agreed to issue 192,744 shares of Common Stock in settlement of $34,000 of a vendor payable balance.

On October 13, 2025 the Company issued 325,000 shares of Common Stock to consultants for services rendered. The shares were valued based on the date the date shares were issued for total compensation expenses of $132,372.

NOTE 19. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, other than as described below.

On August 4, 2025, the Company entered into a securities purchase agreement (“August-Securities Purchase Agreement”) with an institutional investor under which the Company agreed to issue and sell, in a private placement, Series A convertible debentures (, a “Debenture”) for an aggregate principal amount of $500,000, for a gross purchase price of $490,000, net of legal fees. The Debenture bear a 10% interest and mature on August 3, 2026. The holder is entitled to convert the unpaid Face Amount of this Debenture, plus accrued interest and penalties, any time following a Closing Date, at $0.15 per share. If, at any time after Closing, the Company receives financing from third party (excluding the Holder), the Company is required to pay to the Holder, in the form of cash, equity, or a combination of the two, solely at the discretion of the Holder, one hundred percent (100%) of the proceeds raised from the third party in excess of an aggregate amount of $10,000,000 (the “Threshold Amount”) until such time as the Face Amount of the Debenture has been paid in full. The Company agrees that, within sixty (60) calendar days after the Closing Date, the Company will file with the Securities and Exchange Commission (the “SEC”) (at the Company’s sole cost and expense) a registration statement, or an amendment to a previously-filed registration statement (as applicable, a “Registration Statement”) registering the resale of the Conversion Shares underlying the Debenture sold at such Closing.

On September 12, 2025, the Company received $100,000 as a good faith deposit towards the Hanire Purchase Agreement. The amendment to the agreement is currently being negotiated until fully consummated.

On September 16, 2025, September 19, 2025 and September 23, 2025, the Company entered into separate securities purchase agreements (each, a “September-Securities Purchase Agreement”) with certain institutional investors (each, an “Investor”) under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Note” and collectively, the “Notes”) for an aggregate principal amount of $6,000,000, for a gross purchase price of $5,000,000, reflecting a 20% original issue discount, before fees and other expenses. The Notes do not bear interest, and mature on the earlier of six months from issuance or the date that the Company completes a Qualified Financing (meaning an issuance and sale of capital stock raising gross proceeds of at least $10 million, as defined in the Notes). The Notes may be converted into equity, at each holder’s option, at the closing of a Qualified Financing, at the same per share price as the securities sold in the Qualified Financing. The Company intends to use the proceeds from the sale of the Notes for general corporate purposes and working capital. The Notes are subject to customary events of default and related remedies.

On September 19, 2025, the Company entered into employment agreements and amendments to employment agreements with each of John Schaible, the Company’s Executive Chairman, and Craig Ridenhour, the Company’s President, and on September 24, 2025, the Company entered into second amendments to such agreements with each such officer.

The employment agreements with Mr. Schaible and Mr. Ridenhour, as amended by such amendments (as so amended, the “Schaible Employment Agreement” and the “Ridenhour Employment Agreement,” respectively) provide for the employment of Mr. Schaible and Mr. Ridenhour as Executive Chairman and President, respectively, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term. Each executive is entitled to receive an initial annual base salary of $400,000, subject to review at least annually and increase to $450,000 and $500,000 in the second and third years of the term, respectively. In addition, each executive is entitled to receive (i) a one-time cash signing bonus of $300,000, of which one-third is payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026; and (ii) one-time stock grants of 700,000 shares and 286,842 shares on signing and July 1, 2026, respectively, in each case to vest on June 30 of the year following the grant. Each executive is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 1% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74.

On September 24, 2025, the Company entered into an employment agreement with Sandip Patel (the “Patel Employment Agreement”), a member of the Board, pursuant to which Mr. Patel will be employed as the Company’s General Counsel and Chief Financial Officer, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term. Mr. Patel is entitled to receive an initial annual base salary of $350,000, subject to review at least annually and increase to $400,000 and $450,000 in the second and third years of the term, respectively. In addition, Mr. Patel is entitled to receive a one-time cash signing bonus of $250,000, of which one-third is payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026. Mr. Patel is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 0.5% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74.

Issuances of Common Stock

On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, our director, as consideration for legal and consulting services provided to the Company. The shares were valued based on the closing price of the date of issuance of $0.21 for total retainer value amount of $169,920.

On August 11, 2025, the Company issued 200,000 shares of Common Stock as consideration for $40,000 in open invoices to a service provider.

Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 15,922,008 shares of Common Stock to the Wilson - Davis Sellers under the Long - Term Note, the Merger Financing for total of $2,565,931 in Principal and $113,791 of interest. Conversion rate of 90% of the trailing seven - trading day VWAP prior to payment was between $0.16 and $0.18 per share.

Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 63,944,332 shares of Common Stock to Funicular under the Securities Convertible Note for total of $9,324,489 in Principal and $267,161 of interest. Conversion rate of $0.15 which is the floor established under the agreement.

Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 4,845,072 shares of Common Stock to Chardan under the Convertible Note, for total of $959,764 in principal. Conversion rate of 90% of the trailing seven-trading day VWAP prior to payment was between $0.16 and $0.18 per share.

On September 16, 2025, the Company and JonesTrading entered into an amendment to the Promissory note agreement, whereas the conversion price floor of $2.00 was amended to $0.75. As a result, on September 16, 2025, the Company issued 585,229 shares of Common Stock with a conversion price of $0.75 in full settlement of $375,000 in principal and $63,922 of accrued interest.

Pursuant to a Software As A Services License Agreement, as payment in shares for services rendered subsequent to June 30, 2025, resulting in the issuance of 356,901 shares valued at the closing price on the date of issuance of $0.162 per share resulting in compensation expense of $57,821.

v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on September 30, 2025. The accompanying condensed balance sheet as of June 30, 2025

has been derived from the audited financial statements included in the Form 10-K/A. The interim results for the three months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending June 30, 2026 or for any future periods.

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

On August 9, 2024, the Company changed its fiscal year-end from December 31 to June 30. As a result, the prior year reflects a transition period of six months, from January 1, 2024, to June 30, 2024, as previously reported in our Form 10-KT filed with the SEC on October 16, 2024.

The current fiscal year covers the twelve-month period from July 1, 2024, to June 30, 2025. As such, the periods presented in this Form 10-K are not directly comparable due to the difference in reporting periods.

Where appropriate, we have included supplemental unaudited pro forma information and comparative commentary to aid in understanding period-over-period performance trends.

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company  

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates  

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the private warrant liabilities, the fair value of the Subscription Agreement, the fair value of the derivatives included in the convertible notes, the secured convertible note, the merger financing, the short-term merger financing, the long-term merger financing, the fair value of the earnout liability, realization of deferred tax assets and the useful life of its intangible assets. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents  

Cash and Cash Equivalents

The Company considers all operating accounts that hold money market funds held and short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Trading Securities  

Trading Securities

Securities held in the Company’s trading account and trading securities sold not yet purchased, consist primarily of over-the-counter securities and are valued based upon quoted market prices. The value of securities that are not readily marketable are estimated by management based upon quoted prices, the number of market makers, trading volume and number of shares held. Unrealized gains and losses are reflected in income in the financial statements.

Property and Equipment  

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation on property and equipment is provided using accelerated and straight-line methods over expected useful lives of three to seven years.

Leases  

Leases

The Company leases office space under the terms of several operating leases. The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.

Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since the Company’s leases do not provide implicit rates, to determine the present value of lease payments, management uses the Company’s estimated incremental borrowing rate based on the information available at lease commencement.

Goodwill  

Goodwill

Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. The Company evaluated goodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill impairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value of the reporting unit using income models. The models contain significant assumptions and accounting estimates about discount rates, future cash flows, that could materially affect operating results or financial position if they were to change significantly in the future and could result in an impairment. The Company perform our goodwill impairment assessment whenever events or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow estimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections at the date of evaluation. As of June 30, 2025 and 2024, the carrying value of goodwill was $6,142,525 and $7,706,725, respectively, as described in Note 10.

Intangible Assets  

Intangible Assets

Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Intangible assets comprise of developed technology and customer relationships (See Note 10 and 12). Developed technology and customer list are amortized using the straight-line method over the ten-year and twelve-year estimated useful lives of the assets, respectively. As of June 30, 2025 and 2024, the carrying value of developed technology was $1,785,104 and $1,726,500, respectively. The carrying value of customer list was $12,932,106 and $14,150,856, respectively, as described in Note 10 and Note 12.

Impairment of Long-lived and Intangible Assets

Impairment of Long-lived and Intangible Assets

The Company had no impairment charges during the three-month periods ended September 30, 2025 and 2024.

Impairment of Long-lived and Intangible Assets

In accordance with ASC 360-10 Property Plant and Equipment and ASC 350-10 Intangibles, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company had no impairment charges during the year ended June 30, 2025. The Company recorded $17,845,813 of impairment charges included in loss on AtlasClear asset acquisition during the period ended June 30, 2024.

Warrant Liabilities  

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants that do not meet all the criteria for equity classification are recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the private warrants was estimated using a Black-Scholes model approach (see Note 17).

Income Taxes  

Income Taxes

The Company utilizes the asset and liability method to account for income taxes. The objective of this method is to establish deferred tax assets and liabilities for the temporary differences between net income for financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized.

Income tax expense or benefit is provided based upon the financial statement earnings of the Company. The allowance for doubtful accounts is deductible for financial statement purposes, but not for tax purposes. Depreciation expense is recognized in different periods for tax and financial accounting purposes due to the use of accelerated depreciation methods for income tax purposes. The tax effects of such differences are reported as deferred income taxes in the financial statements.

Revenue Recognition  

Revenue Recognition

Wilson-Davis, a subsidiary of the Company, recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using the modified retrospective method. This revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to: (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when the entity satisfies a performance obligation.

Wilson-Davis acts as an agent by selling securities to customers and collecting commissions. Wilson-Davis recognizes commissions on a trade date basis, which is the day the transaction is executed. Wilson-Davis believes that the performance obligation is satisfied on the trade date because that is when the security is selected, the price is determined, the trade is executed, and the risks and rewards of ownership have been transferred to/from the customer.

Wilson-Davis also receives commissions on mutual funds purchased by customers. Wilson-Davis believes that the performance obligation is not satisfied until the mutual funds are purchased by customers and recognizes the commission revenue upon receipt from fund.

Wilson-Davis performs vetting services to customers that wish to convert restricted stock to eligible trading stock. In addition, Wilson-Davis charges clearing fees to another broker-dealer for which it clears trades. Wilson-Davis recognizes revenue as the related performance obligations are satisfied.

Wilson-Davis charges customers for wires and transfer agent fees. The customer is also charged for blue sheet fees, corporate actions, and ACATS fees. Wilson-Davis recognizes revenue as the related performance obligations are satisfied.

Wilson-Davis performs underwriting services for companies going public. The Company enters into an agreement detailing the services to be performed. The Company recognizes revenue when the shares of stock have been delivered and wire payments have been processed.

Wilson-Davis earns interest on its balances with its financial institution. Wilson-Davis recognizes the interest income at month end when the income ha been earned.

Net Income (Loss) per Common Stock

Net (Loss) Income per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period.

The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued and outstanding. For the three months ended September 30, 2025 and 2024, the calculation excludes the dilutive impact of warrants because none would be issued under the treasury method. For the three months ended September 30, 2025, the dilutive shares were excluded as including them would be antidilutive. For the three months ended September 30, 2024, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic net (loss) income per share of common stock (in dollars, except share amounts):

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Basic net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Denominator:

 

  

 

  

Basic weighted average common stock outstanding

 

59,947,249

 

256,405

Basic net (loss) income per common stock

$

(0.01)

$

41.92

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

Three Months Ended-

Three Months Ended-

    

September 30, 2025

    

September 30, 2024

Diluted net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Change in fair value of financial instruments

 

 

(12,655,000)

Interest on dilutive instruments

 

 

1,419,843

Allocation of net (loss) income, as adjusted

$

(440,294)

$

(487,124)

Denominator:

 

  

 

  

Dilutive weighted average common stock outstanding

 

59,947,249

 

256,405

If converted shares

 

 

1,636,065

 

59,947,249

 

1,892,470

Diluted net (loss) income per common stock

$

(0.01)

$

(1.90)

Below is a summary of the potentially dilutive instruments as of September 30, 2025 and 2024:

Description

    

September 30, 2025

    

September 30, 2024

Short Term Notes

 

 

817,513

Convertible notes - Chardan

 

 

321,066

Secured convertible note

 

670,307

 

436,705

Subscription agreement

 

1,195,986

 

46,978

Tau agreement

 

 

20,892

Stock payable

4,167

Debenture

3,888,887

Stock Based Compensation

1,973,684

Promissory note

576,616

5,691

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

8,305,480

 

1,653,012

 

 

Public Warrants

10,062,500

10,062,500

Private Warrants

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

 

600,000

Total excluded under treasury method – out of the money

 

16,215,625

 

16,215,625

During the three months period ended September 30, 2025, the Company issued convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $6,000,000. Under the terms of the Convertible Notes, if not sooner repaid, all outstanding principal and accrued but unpaid interest was to automatically convert, at the election of the holder, into shares of the same class of equity securities issued in the Company’s next qualified equity financing (“Qualified Financing”). A Qualified Financing was defined as the issuance and sale of the Company’s capital stock resulting in gross proceeds of at least $10.0 million, excluding any indebtedness converted in such financing.

Upon a Qualified Financing, the Convertible Notes were convertible into that number of shares of equity securities equal to (x) the outstanding principal and accrued interest divided by (y) the price per share of the equity securities issued in the Qualified Financing, and otherwise on the same terms as those securities.

As of September 30, 2025, no Qualified Financing had occurred, and therefore no shares were issuable or outstanding related to the Convertible Notes. The conversion feature represents a contingent right to receive shares upon a future event. Accordingly, shares issuable upon conversion of the Convertible Notes have been excluded from the computation of diluted net loss per share because the contingency had not been satisfied as of the reporting date. In October 2025, upon the consummation of the transactions contemplated by the Equity SPA, $4.25 million payable by the Company under the Convertible Notes was converted into Units, and the remaining balance of the Convertible Notes was paid in full.

Net Income (Loss) per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Income (loss) is allocated between redeemable and non-redeemable shares based on relative amounts of weighted average shares outstanding. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued and outstanding. For the year ended June 30, 2025 and the transition period ended June 30, 2024, the calculation excludes the dilutive impact of warrants because none would be issued under treasury method as the warrants exercise price is greater than the current price of the stock. For the transition period ended June 30, 2024, the dilutive shares were excluded as including them would be antidilutive. For the year ended June 30, 2025, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

FOR THE YEAR ENDED

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

    

Non-

    

Non-

    

Redeemable

    

Redeemable

    

 redeemable

Basic and diluted net income (loss) per share of Common Stock

 

  

 

  

Numerator:

 

  

 

  

Net income (loss)

$

5,750,820

$

(11,279,605)

$

(108,927,342)

Deemed dividend

(15,422,431)

Allocation of net income (loss)

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Denominator:

 

 

Basic and diluted weighted average shares outstanding

5,987,645

 

18,500

 

178,651

Basic net income (loss) per share of Common Stock

$

0.96

$

(609.72)

$

(696.05)

For the year ended June 30, 2025 and for the transition perioded ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

    

FOR THE YEAR ENDED

    

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

Non-

    

    

Non-

redeemable

Redeemable

redeemable

Diluted net income (loss) per common stock

 

  

 

  

 

  

Numerator:

 

  

 

  

 

  

Allocation of net income (loss),

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Change in fair value of financial instruments

 

(15,147,345)

 

 

Interest on dilutive instruments

 

7,148,116

 

 

Allocation of net income (loss), as adjusted

$

(2,248,409)

$

(11,279,605)

$

(124,349,773)

Denominator:

 

  

 

  

 

  

Dilutive weighted average common stock outstanding

 

5,987,645

 

18,500

 

178,651

If converted shares

 

 

 

 

5,987,645

 

18,500

 

178,651

Diluted net income (loss) per common stock

$

(0.38)

$

(609.72)

$

(696.05)

For the year ended June 30, 2025, the numerator is adjusted for the interest expenses and other components to include the effect of the convertible securities under the as converted method at the beginning of the period. The adjustment to the numerator resulted in a net loss position. As such including the effect of convertible securities in a loss situation would make the loss per share smaller, which is misleading and considered antidilutive under U.S. GAAP. For the transition period ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

Below is a summary of the dilutive instruments as of June 30, 2025 and 2024:

Description

    

June 30, 2025

    

June 30, 2024

Sellers Notes

 

15,103,895

14,012,965

Convertible notes

 

5,317,252

4,722,875

Secured convertible note

49,230,040

9,801,273

Subscription agreement

4,354,048

938,967

Tau agreement

35,282

Promissory note

 

6,215

379,375

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

74,046,732

29,855,455

Public Warrants

 

10,062,500

10,062,500

Private Warrants

 

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

600,000

Total excluded under treasury method – out of the money

 

16,215,625

16,215,625

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At September 30, 2025, the Company had no amounts in excess of the FDIC limit.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At June 30, 2025, the Company had approximately $7,278,320 in excess of the FDIC limit.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 12).

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 17).

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Risk Management  

Risk Management

Transactions involving financial instruments involve varying degrees of market, credit and operating risk. The Company monitors its exposure to risk on a daily basis.

Market Risk

Market risk is the potential change in value of the financial instrument caused by unfavorable changes in interest rates and equity prices. Management is responsible for reviewing trading positions, exposure limits, profits and losses, and trading strategies. In the normal course of business, the Company purchases, and makes markets in non-investment grade securities. These activities expose the Company to a higher degree of market risk than is associated with investing or trading in investment grade instruments.

Operating Risk

Operating risk focuses on the Company’s ability to accumulate, process and communicate information necessary to conduct its daily operations. Deficiencies in technology, financial systems and controls and losses attributable to operational problems all pose potential operating risks. In order to mitigate these risks, the Company has established and maintains an internal control environment which incorporates various control mechanisms throughout the organization. In addition, the Company periodically monitors its technological needs and makes changes as deemed appropriate.

Credit Risk

Wilson-Davis’s transactions with customers and other broker dealers are recorded on a trade date basis and are collateralized by the underlying securities. Wilson-Davis’s exposure to credit risk associated with nonperformance by customers or contra brokers is impacted by volatile or illiquid trading markets. Should either the customers or other broker dealers fail to perform, Wilson-Davis may be required to complete the transactions at prevailing market prices. Wilson-Davis manages credit risk by monitoring net exposure to individual counterparties on a regular basis. Historically, reserve requirements arising from instruments with off-balance sheet risk have not been material.

Receivables and payables with clearing and other broker dealers are generally collateralized by cash deposits. Additional cash deposits are requested when considered necessary by the clearing organization or contra broker dealer.

Customer transactions are primarily entered in cash accounts. Wilson-Davis maintains a few customer margin accounts which exposes the company to credit and market risks. However, this risk is minimized by Wilson-Davis requirement that margin accounts must maintain at least a 4:1 ratio of securities to margin obligations.

Concentrations of credit risk that arise from financial instruments (whether on or off-balance sheet) exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet obligations to be similarly affected by economic, industry or geographic factors.

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Recent Accounting Standards

Beginning in 2025 annual reporting, the Company adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires an enhanced disclosure of significant segment expenses on an annual basis. Management has determined that there is only one reportable operating segment. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer who reviews the assets, operating results, and financial metrics for the company.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. We are currently evaluating the provisions of this.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on the income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for annual periods beginning after December 15, 2027. We are currently evaluating the provision of this ASU.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS- Transition Period Comparative Data (Tables)
12 Months Ended
Jun. 30, 2025
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS  
Schedule of transition period comparative data

    

June 30, 

    

June 30, 

2024

2023

ASSETS

 

 

(Unaudited)

Current assets

Cash and cash equivalents

$

6,558,176

$

1,132,900

Cash segregated - customers

 

20,548,972

 

Cash segregated - PAB

 

200,738

 

Receivables - broker-dealers and clearing organizations

 

1,333,306

 

Receivables - customers, net

 

823,784

 

Other receivables

 

64,842

 

Prepaid expenses

 

67,967

 

29,458

Trading securities, market value, net

 

55

 

Due from Atlas Clear

 

 

49,806

Total Current Assets

 

29,597,840

 

1,212,164

Operating lease right to use lease asset

 

326,336

 

Property and equipment, net

 

16,080

 

Customer list, net

 

14,150,856

 

Goodwill

 

7,706,725

 

Pacsquare asset purchase

 

1,726,500

 

Bank acquisition deposit

 

91,200

 

Cash deposits - broker-dealers and clearing organizations

 

3,515,000

 

Other assets

 

336,017

 

Marketable securities held in Trust Account

 

 

57,409,747

TOTAL ASSETS

$

57,466,554

$

58,621,911

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

 

  

 

  

Current liabilities

 

  

 

  

Payables to customers

$

20,162,973

$

Accounts and payables to officers/directors

 

686,579

 

Accounts payable and accrued expenses

 

5,393,912

 

5,181,488

Payables - broker-dealers and clearing organizations

 

4,915

 

Commissions, payroll and payroll taxes

 

273,386

 

Current portion of lease liability

 

149,499

 

Stock payable

 

259,893

 

Convertible notes, net

 

3,783,437

 

Secured convertible note, net

 

6,857,101

 

Promissory notes

 

852,968

 

Short-term merger financing, net

 

5,092,083

 

Contingent gurantee

3,256,863

Subscription agreement

 

2,425,647

 

Excise tax payable

 

2,067,572

 

Excise taxes payable

 

 

1,485,236

Stock payable - related party

55,087

Advance from related parties

 

 

1,968,116

Promissory note – related party

 

 

480,000

Total Current Liabilities

 

51,321,915

 

9,114,840

Accrued contingent liability

 

100,000

 

Long-term merger financing, net

 

7,606,561

 

Derivative liability - convertible notes

 

16,462,690

 

Derivative liability - warrants

 

307,656

 

307,656

Earnout - liability

 

12,298,000

 

Deferred income tax liability

5,245,886

Subordinated borrowings

 

1,950,000

 

Trading account deposit

 

100,000

 

Long-term lease liability

 

182,729

 

Total Liabilities

 

95,575,437

 

9,422,496

Commitments and Contingencies

Common stock subject to possible redemption

 

 

57,113,761

Stockholders’ Deficit

Preferred stock, $0.0001 par value;

 

 

Common stock, $0.0001 par value;

 

1,246

 

503

Additional paid-in capital

 

110,164,676

 

Accumulated deficit

 

(148,274,805)

 

(7,914,849)

Total Stockholders’ Deficit

 

(38,108,883)

 

(7,914,346)

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

$

57,466,554

$

58,621,911

     

Three Months Ended

    

Six Months Ended

June 30, 

June 30,

2024

     

2023

2024

    

2023

REVENUES

Commissions

$

1,750,159

$

$

2,679,673

$

Vetting fees

 

340,050

 

499,125

Clearing fees

 

624,550

 

756,393

Net gain/(loss) on firm trading accounts

 

6,390

 

10,046

Other revenue

 

9,650

 

56,246

TOTAL REVENUES

 

2,730,799

 

 

4,001,483

 

EXPENSES

 

  

 

  

 

  

 

  

Compensation, payroll taxes and benefits

 

1,355,058

 

2,386,837

Data processing and clearing costs

 

843,824

 

1,299,527

Regulatory, professional fees and related expenses

 

112,216

 

11,649,470

Stock compensation - founder share transfer

 

 

1,462,650

Communications

 

172,018

 

254,608

Occupancy and equipment

 

54,765

 

76,324

Transfer fees

 

54,807

 

75,425

Bank charges

 

52,077

 

88,253

Intangible assets amortization

 

337,911

 

791,375

Other

 

147,042

 

185,840

Operating and formation costs

 

577,313

 

1,485,122

TOTAL EXPENSES

 

3,129,718

 

577,313

 

18,270,309

 

1,485,122

LOSS FROM OPERATIONS

 

(398,919)

(577,313)

(14,268,826)

(1,485,122)

OTHER INCOME/(EXPENSE)

Interest income

 

587,637

8,458

 

938,802

8,458

Interest earned on marketable securities held in Trust Account

 

727,468

 

256,279

2,028,921

Gain on sale of assets

 

146,706

 

146,706

Net gain on settlement

 

829,853

 

829,853

Loss on AtlasClear asset acquisition

 

(17,845,813)

 

(86,392,769)

Change in fair value of warrant liability derivative

 

307,656

(184,594)

 

(123,062)

Change in fair value, convertible note derivative

 

(992,152)

 

(3,585,902)

Change in fair value, long-term and short-term note derivative

 

(3,101,057)

 

(11,208,055)

Change in fair value of non-redemption agreement

 

 

 

(164,626)

Change in fair value of Contingent guarantee

(3,256,863)

(3,256,863)

Change in fair value of earnout liability

 

(1,115,000)

 

(1,335,000)

Change in fair value of subscription agreement

 

(4,413,946)

 

(38,796)

Extinguishment of stock payable

 

985,072

 

985,072

Extinguishment of accrued expenses

 

114,199

 

879,473

Interest expense

 

(3,210,786)

 

(3,732,178)

TOTAL OTHER INCOME/(EXPENSE)

 

(31,794,347)

 

1,381,185

 

(106,507,857)

 

2,744,170

Income before provision for income taxes

 

(32,193,266)

 

803,872

 

(120,776,683)

1,259,048

Provision for income taxes

 

563,736

 

(318,313)

 

569,736

(581,118)

Net income

$

(31,629,530)

$

485,559

$

(120,206,947)

$

677,930

      

Six Months Ended June 30,

2024

      

2023

Cash Flows from Operating Activities:

Net income (loss)

$

(120,206,947)

$

677,930

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Change in fair value of warrant liability derivative

123,062

Change in fair value of non-redemption agreement

164,626

Loss on AtlsClear asset acquisition

86,392,769

Change in fair value, convertible note derivative

3,585,904

Change in fair value, long-term and short-term note derivative

11,208,055

Interest expense on convertible notes

1,896,714

Transaction costs paid with stock

1,401,937

Stock based compensation

1,462,650

Change in fair value, earnout liability

1,335,000

Fee on Secured convertible note

1,500,000

Change in operating lease expense

68,727

Change in fair value, contingent guarantee

3,256,863

Interest earned on marketable securities held in Trust Account

(251,569)

(2,028,921)

Change in fair value, subscription agreement

38,796

Depreciation expense

7,565

Amortization of intangibles

791,375

Bad debt expense

2,474

Changes in operating assets and liabilities:

Due from Atlas Clear

(49,806)

Income taxes payable

44,118

Marketable securities

6,820

Receivables from brokers & dealers

2,203,271

Receivables from customers

(303,486)

Receivables from others

(59,043)

Advances and Prepaid expenses

133,158

4,194

Cash deposits with clearing organization & other B/Ds

21,664

Change in operating lease right-of-use assets

(11,713)

Other assets

49,041

Payables to customers

(5,124,740)

Payables to officers & directors

98,048

Payable to brokers & dealers

(12,903)

Deferred tax liability

(43,484)

Accounts payable and accrued expenses

(1,066,430)

443,812

Commissions and payroll taxes payable

39,638

Stock Loan

259,893

Change in operatin lease right-of-use asset

(56,900)

Receivables from brokers & dealers

Receivables from customers

Net cash provided by (used in) operating activities

(11,212,227)

(785,611)

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay franchise and income taxes

68,418

Investment of cash into Trust Account

(160,000)

(875,000)

Cash withdrawn from Trust Account in connection with redemption

53,947,064

1,015,001

Cash paid for purchase of Pacsquare

(500,000)

Cash received from acquisition of Wilson-Davis

33,333,876

Cash withdrawn from Trust Account for working capital purposes

1,195,565

148,523,642

Cash paid to Wilson Davis shareholders

(8,092,568)

Net cash provided by (used in) investing activities

79,792,355

148,663,643

Cash Flows from Financing Activities:

Proceeds from secured convertible note

6,000,000

Transaction costs financed

5,002,968

Repayment of advances from related party

(300,000)

Advances from related party

1,052,300

1,948,950

Redemption of common stock

(53,947,064)

(148,523,642)

Net cash provided by (used in) financing activities

(41,891,796)

(146,874,692)

Net Change in Cash

26,688,332

1,003,340

Cash – Beginning

619,554

129,560

Cash – Ending

$

27,307,886

$

1,132,900

Supplementary cash flow information:

Cash paid for income taxes

$

$

537,000

Supplemental disclosure of non-cash investing and financing activities:

Shares issued to settled advances from related party and notes payable related party

 

$

4,577,569

$

Transaction cost settled with subscription payable

 

$

2,386,851

$

Fair value of equity treated earnout in AtlasClear, Inc asset acquisition

 

$

31,347,000

$

Fair value of shares issued in AtlasClear, Inc asset acquisition

 

$

44,400,000

$

Fair value of liability treated earnout in AtlasClear, Inc asset acquisition

 

$

10,963,000

$

Fair value of shares transferred to Wilson Davis shareholders

 

$

6,000,000

$

Short term notes issued to Wilson Davis shareholders

 

$

5,000,000

$

Long term notes issued to Wilson Davis shareholders

 

$

7,971,197

$

Common stock issued to settled vendor obligations

 

$

64,376

$

Fair value of shares transferred to Secured convertible note holders

 

$

1,250,698

$

Redeemable shares transferred to permanent equity

 

$

1,195,566

$

Non-redemption agreement re-classed to permanent equity

 

$

1,606,279

$

Shares issued to purchase Pacsquare

 

$

1,226,500

$

Shares issued as deposit for Commercial bank acquisition

 

$

91,200

$

Initial Classification of derivative liability – convertible notes

 

$

1,668,731

$

Interes settled with shares

$

210,550

$

Interest settled with shares transferred by related party

$

48,750

$

Cancellation of admin fees

 

$

$

120,000

Excise tax related to redemptions

 

$

539,471

$

1,485,236

Accretion of common stock subject to possible redemption

 

$

592,577

$

2,217,201

v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Schedule of basic and diluted net income (loss) per share of Common Stock

The following table reflects the calculation of basic net (loss) income per share of common stock (in dollars, except share amounts):

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Basic net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Denominator:

 

  

 

  

Basic weighted average common stock outstanding

 

59,947,249

 

256,405

Basic net (loss) income per common stock

$

(0.01)

$

41.92

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

Three Months Ended-

Three Months Ended-

    

September 30, 2025

    

September 30, 2024

Diluted net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Change in fair value of financial instruments

 

 

(12,655,000)

Interest on dilutive instruments

 

 

1,419,843

Allocation of net (loss) income, as adjusted

$

(440,294)

$

(487,124)

Denominator:

 

  

 

  

Dilutive weighted average common stock outstanding

 

59,947,249

 

256,405

If converted shares

 

 

1,636,065

 

59,947,249

 

1,892,470

Diluted net (loss) income per common stock

$

(0.01)

$

(1.90)

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

FOR THE YEAR ENDED

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

    

Non-

    

Non-

    

Redeemable

    

Redeemable

    

 redeemable

Basic and diluted net income (loss) per share of Common Stock

 

  

 

  

Numerator:

 

  

 

  

Net income (loss)

$

5,750,820

$

(11,279,605)

$

(108,927,342)

Deemed dividend

(15,422,431)

Allocation of net income (loss)

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Denominator:

 

 

Basic and diluted weighted average shares outstanding

5,987,645

 

18,500

 

178,651

Basic net income (loss) per share of Common Stock

$

0.96

$

(609.72)

$

(696.05)

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

    

FOR THE YEAR ENDED

    

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

Non-

    

    

Non-

redeemable

Redeemable

redeemable

Diluted net income (loss) per common stock

 

  

 

  

 

  

Numerator:

 

  

 

  

 

  

Allocation of net income (loss),

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Change in fair value of financial instruments

 

(15,147,345)

 

 

Interest on dilutive instruments

 

7,148,116

 

 

Allocation of net income (loss), as adjusted

$

(2,248,409)

$

(11,279,605)

$

(124,349,773)

Denominator:

 

  

 

  

 

  

Dilutive weighted average common stock outstanding

 

5,987,645

 

18,500

 

178,651

If converted shares

 

 

 

 

5,987,645

 

18,500

 

178,651

Diluted net income (loss) per common stock

$

(0.38)

$

(609.72)

$

(696.05)

Schedule of dilutive instruments

Description

    

September 30, 2025

    

September 30, 2024

Short Term Notes

 

 

817,513

Convertible notes - Chardan

 

 

321,066

Secured convertible note

 

670,307

 

436,705

Subscription agreement

 

1,195,986

 

46,978

Tau agreement

 

 

20,892

Stock payable

4,167

Debenture

3,888,887

Stock Based Compensation

1,973,684

Promissory note

576,616

5,691

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

8,305,480

 

1,653,012

 

 

Public Warrants

10,062,500

10,062,500

Private Warrants

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

 

600,000

Total excluded under treasury method – out of the money

 

16,215,625

 

16,215,625

Description

    

June 30, 2025

    

June 30, 2024

Sellers Notes

 

15,103,895

14,012,965

Convertible notes

 

5,317,252

4,722,875

Secured convertible note

49,230,040

9,801,273

Subscription agreement

4,354,048

938,967

Tau agreement

35,282

Promissory note

 

6,215

379,375

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

74,046,732

29,855,455

Public Warrants

 

10,062,500

10,062,500

Private Warrants

 

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

600,000

Total excluded under treasury method – out of the money

 

16,215,625

16,215,625

v3.25.3
CASH AND RESTRICTED CASH (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
CASH AND RESTRICTED CASH    
Schedule of reconciliation of cash and restricted cash as shown in the statements of cash flows

    

September 30, 2025

    

June 30, 2025

Cash and cash equivalents

$

2,692,063

$

7,533,690

Cash segregated - customers

 

29,291,802

 

21,874,954

Cash segregated - PAB

 

200,563

 

200,575

Total cash and restricted cash shown in the statement of cash flows.

$

32,184,428

$

29,609,219

    

June 30, 2025

    

June 30, 2024

Cash and cash equivalents

$

7,533,690

$

6,558,176

Cash segregated - customers

 

21,874,954

 

20,548,972

Cash segregated - PAB

 

200,575

 

200,738

Total cash and restricted cash shown in the statement of cash flows.

$

29,609,219

$

27,307,886

v3.25.3
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION (Tables)
12 Months Ended
Jun. 30, 2025
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION  
Schedule of amounts receivable and payable with broker dealers and the clearing organization

    

June 30, 2025

    

June 30, 2024

Due from clearing organizations, net

$

4,021,151

$

1,094,453

Fails to deliver and receive

 

158,474

 

238,853

Total receivables

$

4,179,625

$

1,333,306

Due from clearing organizations, net

$

481,006

$

3,003

Fails to deliver and receive

 

16,654

 

1,912

Total payables

$

497,660

$

4,915

v3.25.3
PROPERTY AND EQUIPMENT (Tables)
12 Months Ended
Jun. 30, 2025
PROPERTY AND EQUIPMENT  
Summary of major classifications of property and equipment

    

June 30, 2025

    

June 30, 2024

Equipment

$

150,202

$

150,202

Leasehold improvements

 

89,087

89,087

Software

 

85,042

85,042

Furniture and fixtures

 

51,717

51,717

 

376,048

376,048

Less: Accumulated depreciation and Amortization

 

(376,048)

(359,968)

$

$

16,080

v3.25.3
ACQUISITION OF WILSON-DAVIS (Tables)
12 Months Ended
Jun. 30, 2025
ACQUISITION OF WILSON-DAVIS  
Summary of preliminary allocation of the purchase price

Cash paid to Wilson-Davis shareholders

    

$

8,092,569

Short-term notes

 

5,000,000

Long-term notes

 

7,971,197

Value of shares transferred from sponsor

 

6,000,000

Total consideration paid

 

27,063,766

Allocated to:

 

Cash

$

11,333,271

Cash segregated

 

22,000,605

Receivables

 

4,065,148

Trading Securities, market value

 

6,875

Prepaid Income Tax

 

201,125

Accounts payable, accrued expenses and other current liabilities

 

(28,045,034)

Current portion of lease liability

 

(161,212)

Property and equipment

 

23,645

Cash deposit BDs and Clearing Organizations

 

3,536,664

Operating Lease Right-to-Use Lease Assets

 

395,063

Other Assets

 

385,058

Stock loan

 

(1,431,068)

Long-term Lease liability

 

(239,629)

Subordinated Borrowing

 

(1,950,000)

Deferred tax liability

(3,724,270)

Trading Account deposit

 

(100,000)

Net assets acquired

 

6,296,241

Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill

$

20,767,525

Summary of identifiable intangible assets acquired

    

    

Estimated

Useful Life

Amount

(Years)

Customer Lists (a)

$

14,625,000

 

12

Excess of purchase price

 

20,767,525

 

Goodwill

$

6,142,525

 

(a)

The Wilson Davis customer relationships were valued using the Multi-Period Excess Earnings Method (“MPEEM”). The MPEEM reflects the present value of the operating cash flows generated by existing customer relationships after taking into account the cost to realize the revenue and an appropriate discount rate to reflect the time value and risk associated with the cash flows.

Summary the pro forma financial information

    

June 30, 2024

Total revenue

$

5,247,150

Net loss

(23,878,060)

Weighted average shares

 

Basic and diluted

 

196,696

Net loss per shares:

 

Basic and diluted

$

(121.40)

Summary of pro forma adjustments

    

June 30, 2024

Transaction cost

$

(9,008,053)

Amortization of intangibles

$

Loss on AtlasClear acquisition

$

86,392,769

Interest earned on investments held in trust

$

(256,279)

v3.25.3
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC (Tables)
12 Months Ended
Jun. 30, 2025
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC  
Schedule of asset purchase price allocation The value was derived based on the purchase price allocation as follows: (the table below is expressed in thousands)

Total Purchase Price(a)

    

$

44,400,000

Fair value of Software Product Earn Out Shares(b)

 

10,963,000

Fair value of Earn Out Shares(c)

 

31,347,000

Purchase price allocated to Contribution Agreement

$

86,710,000

SURFACExchange

$

381,461

Bond Quantum

 

32,284

Atlas

 

7,749,299

Rubicon

 

10,000,000

Total Developed Technology acquired(d)

$

18,163,044

Transaction cost(e)

$

68,546,956

Technology acquired

$

18,163,044

Amortization recognized

(317,231)

Carrying balance of Technology acquired written off

17,845,813

Total loss on AtlasClear technology acquired

$

86,392,769

(a)

The closing consideration of $44.40 million is to be delivered in common stock. As such 74,000 post reverse - splits shares were delivered based on $60 per share post reverse - split presumed value of common stock.

(b)

Atlas FinTech will receive up to $20.00 million of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones (based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing). The revenue targets will be measured yearly for the five years following Closing, with no catch-up between the years. The value was determined based on projected revenue based on a discount factor. The Earn Out provision was analyzed under ASC 480 and ASC 815. the Software Products Earn Out Shares Payments in this transaction are within the scope of ASC 480 and therefore will be accounted for as a liability and included in the purchase price consideration. The revenue earnout was estimated using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity.

(c)

Atlas FinTech will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”). The Earn Out Shares will be issued to AtlasClear Stockholders upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will be cancelled. The Earn Out provision was analyzed under ASC 480 and ASC 815. The earnout provision was deemed to be indexed to the Company’s own stock and therefore equity classified. The share based earnout was estimated using a Monte Carlo simulation to determine if and when the stock price hurdles would be achieved. The expected stock price volatility was based upon guideline public companies.

(d)

Under SAB topic 5G transfers of nonmonetary assets for stock prior to an initial offering should be recorded at predecessor cost in accordance with GAAP. As such the value of the Developed Technology was based on the carrying value of Atlas FinTech of $18.16 million. The estimated useful life was determined to be eight years. There are no historical revenues for the Developed Technology and AtlasClear’s management determined the fair value based on their experience and expectations from running similar models in previous companies.

(e)

ASC 350 prohibits the recognition of goodwill in an asset purchase. As such the difference between the purchase price of $86.98 million was charged as transactions and recorded under accumulated deficit of $68.55 million.

v3.25.3
INTANGIBLE ASSETS (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
INTANGIBLE ASSETS    
Summary of intangible assets

September 30, 2025

    

Est useful

    

Accumulated

    

Impairment

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Pacsquare assets – Proprietary Software

10 years

 

1,928,800

 

(192,299)

 

 

1,736,501

Customer Lists

12 years

 

14,625,000

 

(2,000,086)

 

 

12,624,914

Intangible Assets

$

22,696,325

$

(2,192,385)

$

$

20,503,940

June 30, 2025

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

 

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

 

10 years

 

1,928,800

 

(143,696)

 

 

1,785,104

Customer Lists

 

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

 

  

$

22,696,325

$

(1,836,590)

$

$

20,859,735

June 30, 2025

Est useful

    

    

Accumulated

    

Impairment

    

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

1,928,800

(143,696)

1,785,104

Customer Lists

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

$

22,696,325

$

(1,836,590)

$

$

20,859,735

    

June 30, 2024

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

 

1,726,500

 

 

 

1,726,500

Technology acquired

zero years

 

18,163,044

 

(317,231)

 

(17,845,813)

 

Customer Lists

12 years

 

14,625,000

 

(474,144)

 

 

14,150,856

Intangible Assets

$

40,657,069

$

(791,375)

$

(17,845,813)

$

22,019,881

Summary of amortization intangible assets

Fiscal Year

    

Amount

June 30, 2026

$

1,055,782

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,414,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

Year

    

Amount

June 30, 2026

$

1,411,577

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,411,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

v3.25.3
LEASES (Tables)
12 Months Ended
Jun. 30, 2025
LEASES  
Schedule of future minimum payments required by the lease agreements

2026

    

118,597

2027

70,377

Total minimum lease payments

188,974

Less interest factor

(6,245)

Total operating lease liability

182,729

Less operating lease liability - current portion

(111,983)

Operating lease liability - long term portion

$

70,746

Schedule of other information related to the company's operating leases

June 30, 

June 30, 

    

2025

    

2024

Operating lease ROU Asset - February 9, 2024

$

179,267

$

395,063

Increase

Decrease

(68,727)

Operating lease ROU Asset - Ending Balance

$

179,267

$

326,336

Operating lease liability - Short Term

$

111,983

$

149,499

Operating lease liability - Long Term

70,746

182,729

Operating lease liability - Total

$

182,729

$

332,228

Schedule of weighted-average remaining lease term and weighted-average discount rates related to the company's operating leases

    

June 30, 

 

June 30, 

2025

 

2024

Weighted average remaining lease term

 

1.58

years

2.35

years

Weighted average discount rate

 

5.00

%

4.97

%

v3.25.3
INCOME TAX (Tables)
12 Months Ended
Jun. 30, 2025
INCOME TAX  
Schedule of income tax benefit (provision)

    

June 30, 2025

    

June 30, 2024

Current Tax:

  

  

Federal

$

$

State

 

1,556

 

3,170

Total current

 

1,556

 

3,170

Deferred Tax:

 

 

Federal

 

(209,219)

 

(546,276)

State

 

(51,718)

 

(26,630)

Total deferred

 

(260,937)

 

(572,906)

Total benefit on income taxes

$

(259,381)

$

(569,736)

Schedule of federal income tax rate to the company's effective tax rate

    

June 30, 2025

    

Rate

 

Tax at Statutory rate (21%)

$

1,153,091

21.00

%

Permanent Differences:

 

Change in fair value of warrant liability

$

(38,765)

(0.71)

%

Meals

 

2,836

0.05

%

Entertainment

 

34

0.00

%

Chane in fair value of convertible note

 

(837,981)

(15.26)

%

Change in fair value of Long-Term and Short-Term Investor Notes

 

(2,597,515)

(47.31)

%

Change in fair value of Earnout Liability

 

(195,090)

(3.55)

%

Change in fair value of Subscription Agreement

 

13,503

0.25

%

Change in fair value of Stock Payable

 

(48,887)

(0.89)

%

Change in fair value of Tau Agreement

 

85,597

1.56

%

Change in fair value of Tau commitment fee

 

(10,536)

(0.19)

%

Change in fair value of WDCO sellers convertible note

 

(10,363)

(0.19)

%

Change in fair value of WDCO Share payable

 

176,353

3.21

%

Change in statutory rate

 

13,123

0.24

%

Return To Provision

 

(1,477,734)

 

(26.91)

%

State Tax – Net of Federal Benefit

 

(400,312)

(7.29)

%

State Minimum Tax – Net of Federal Benefit

 

1,229

0.02

%

Chang in Valuation Allowance – State

 

441,782

8.05

%

Chang in Valuation Allowance - Federal

 

1,752,730

31.92

%

Net adjustments - Federal

181,158

3.30

%

–Goodwill intangible DTA recognized as part of acquisition

 

1,536,366

27.98

%

Income tax benefit

$

(259,381)

(4.72)

%

    

June 30, 2024

    

Rate

 

Tax at Statutory rate (21%)

 

$

(25,376,496)

21.00

%

Permanent Differences:

 

Change in fair value of NRA liability

 

$

34,571

(0.03)

%

Meals

 

1,769

0.00

%

Entertainment

 

161

0.00

%

Nondeductible transaction costs

1,891,691

(1.57)

%

Change in fair value of Long-Term and Short-Term Investor Notes

2,353,692

(1.95)

%

Change in fair value of Secured Convertible Note

753,039

(0.62)

%

Change in fair value of Earnout Liability

280,350

(0.23)

%

Change in fair value of Subscription Agreement

8,147

(0.01)

%

Change in fair value of Stock Payable

(206,865)

0.17

%

Loss on AtlasClear acquisition

18,142,481

(15.01)

%

Stock Compensation Expense

307,157

(0.25)

%

Extinguishment of Accrued Liabilities

(184,689)

0.15

%

Change in fair value of WDCO Share payable

683,941

(0.57)

%

Return To Provision

(477,461)

0.40

%

State Tax – Net of Federal Benefit

(220,234)

0.18

%

State Minimum Tax – Net of Federal Benefit

2,504

0.00

%

Chang in Valuation Allowance – State

 

499,331

(0.41)

%

Chang in Valuation Allowance - Federal

 

937,175

(0.78)

%

Income tax benefit

 

$

(569,736)

0.47

%

Schedule of net deferred tax assets (liability)

    

June 30, 2025

    

June 30, 2024

Deferred Tax Assets:

 

  

 

  

Fixed Assets

$

3,881

$

261

Business Combination Expenses

 

533,602

 

530,560

IRC Sec. 195 Start-Up Costs

 

896,917

 

956,768

Allowance for Bad Debt

 

102,733

 

3,820

Accrued Contingent Liability

 

25,611

 

25,465

Lease Liability (ASC 842)

 

46,799

 

84,602

IRC Sec. 1231 Losses

 

1,775

 

1,774

Net Operating Loss

 

3,612,862

 

1,361,541

Total Deferred Tax Asset

 

5,224,180

 

2,964,791

Deferred Tax Liabilities:

 

 

Intangible Assets

 

3,312,054

 

5,167,729

ROU Lease Asset (ASC 842)

 

45,912

 

83,102

State Tax - Current

 

526

 

526

State Tax - Deferred

 

89,732

 

110,452

Total Deferred Tax Liability

 

3,448,224

 

5,361,809

Net Deferred Tax Asset/(Liability) before Valuation allowance

 

1,775,956

 

(2,397,018)

Valuation Allowance

 

(5,043,381)

 

(2,848,868)

Net Deferred Tax Asset/(Liability)

$

(3,267,425)

$

(5,245,886)

v3.25.3
FAIR VALUE MEASUREMENTS (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
FAIR VALUE MEASUREMENTS    
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis

    

    

September 30, 

    

June 30, 

Description

Level

2025

2025

Assets:

Trading securities

1

$

5

$

5

 

 

  

 

  

Liabilities:

 

Subscription agreement

3

$

691,321

$

2,489,945

Warrant liability – Private Warrants

3

$

184,594

$

123,062

Earnout liability

3

$

11,485,000

$

11,369,000

Convertible notes Chardan derivative

 

3

$

$

103,185

Merger financing derivative

 

3

$

$

63,696

Tau agreement

3

$

$

539,787

Debentures – derivative

3

$

1,189,955

$

Convertible Notes – derivative

 

3

$

435,027

$

    

    

June 30, 

    

June 30, 

Description

Level

2025

2024

Assets:

 

 

  

 

  

Trading securities

 

1

$

5

$

Liabilities:

 

 

  

 

  

Subscription agreement

3

$

2,489,945

$

2,425,647

Contingent Guarantee

3

$

$

3,256,863

Warrant liability – Private Warrants

 

3

$

123,062

$

307,656

Earnout liability

3

$

11,369,000

$

12,298,000

Convertible notes derivative

3

$

103,185

$

16,462,690

Merger financing derivative

3

$

63,696

$

Tau agreement

 

3

$

539,787

$

Schedule of key inputs into the models

The key inputs into the Monte Carlo model for the Subscription Agreement were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Equity volatility

 

167.7

%

Risk-free rate

 

4.21

%

The key inputs into the Black-Scholes model for the Private Warrants were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Risk-free rate

 

3.59

%  

 

3.67

%

Dividend yield

 

0.00

%  

 

0.00

%

Volatility

 

149.4

%  

 

167.7

%

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 2029

 

February 2029

The key inputs into the Monte Carlo model for the Earnout liability were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Revenue volatility

 

12.00

%  

 

12.00

%

Discount factor for revenue

 

9.95

%  

 

9.31

%

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

167.7

%

Effective expiration date

February 2026

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

47.6

%

Effective expiration date

 

September 30, 2025

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

As of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Merger Financing Note at $63,696.

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 was as follows:

    

June 30,

 

Input

2025

 

Anticipated Monthly Advance Amounts

$

40,000

Risk-free rate

3.75

%

Volatility

167.7

%

Effective expiration date

July 2026

The key inputs into the Monte-Carlo model for the conversion derivative as of September 30, 2025 and August 4, 2025 were as follows:

    

September 30, 

    

August 4,

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.22

Risk-free rate

3.66

%  

3.75

%

Discount rate

10.99

%  

15.41

%

Probability of default

15.0

%  

15.0

%

Recovery rate

 

42.9

%  

 

42.9

%

Volatility

 

149.4

%  

 

165.9

%

Effective expiration date

 

August 2026

 

August 2026

The key inputs into Scenario Based Method for the conversion derivative as of September 30, 2025 and September 16, 2025 were as follows:

September 30,

September 16,

 

Input

    

2025

    

2025

 

Discount rate

 

10.96

%  

11.21

%

Probability of default

 

8.27

%  

8.98

%

Recovery rate

 

42.90

%  

42.90

%

Effective expiration date

 

March 2026

 

March 2026

June 30, 

June 30, 

 

Input

    

2025

    

2024

 

Market price of public shares

$

0.19

$

62.40

Equity volatility

 

167.7

%  

 

26.2

%

Risk-free rate

 

4.21

%  

 

5.05

%

    

June 30, 

    

June 30, 

Input

2025

2024

Market price of public shares

$

0.19

$

62.40

Risk-free rate

 

3.67

 

4.27

%  

Dividend yield

 

0.00

 

0.00

%  

Volatility

 

167.7

 

58.7

%  

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 29

 

February 29

June 30, 

June 30, 

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

62.40

Revenue volatility

 

12.00

%  

 

15.00

%

Discount factor for revenue

 

9.31

%  

 

9.69

%

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

5.49

Dividend yield

 

0.00

Volatility

 

14,643.0

Exercise price

$

0.99

Effective expiration date

May 2024

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.90

Dividend yield

 

0.00

Volatility

 

14,461

Exercise price

$

0.99

Effective expiration date

February 2026

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

 

47.6

%

Effective expiration date

September 30, 2025

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.52

Dividend yield

 

0.00

Volatility

 

166,681.0

Exercise price

$

0.84

Effective expiration date

February 2028

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

    

June 30,

    

August 9,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

4.13

%  

 

4.78

%

Discount rate

 

15.63

%  

 

16.98

%

Probability of default

 

14.3

%  

 

25.4

%

Recovery rate

 

28.9

%  

 

28.9

%

Volatility

 

167.7

%  

 

37.2

%

Effective expiration date

 

February 2026

 

February 2026

    

June 30,

    

July 31

 

Input

2025

2024

 

Anticipated Monthly Advance Amounts

$

40,000

$

40,000

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

July 2026

February 2027

    

June 30,

    

July 31,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

February 2027

 

July 2026

Schedule of changes in the fair value

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2025

$

123,062

$

539,787

Write of receivable

(205,238)

Change in valuation inputs or other assumptions

61,531

(334,549)

Fair value as of September 30, 2025

$

184,593

$

Private

Tau

Placement

Agreement

    

Warrants

    

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

 

 

1,090,949

Transferred to equity

 

 

(303,000)

Change in valuation inputs or other assumptions

 

(246,125)

 

184,559

Fair value as of September 30, 2024

$

61,531

$

972,508

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

Change in valuation inputs or other assumptions

(103,185)

116,000

Fair value as of September 30, 2025

$

$

11,485,000

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

$

12,298,000

Change in valuation inputs or other assumptions

 

(14,320,179)

 

340,000

Fair value as of September 30, 2024

$

2,142,511

$

12,638,000

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2025

$

2,489,945

$

63,696

Change in valuation inputs or other assumptions

 

(1,798,624)

 

(63,696)

Fair value liability as of September 30, 2025

$

691,321

$

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2024

$

2,425,647

$

Initial measurement

 

 

113,044

Change in valuation inputs or other assumptions

 

34,841

 

63,195

Fair value liability as of September 30, 2024

$

2,460,488

$

176,239

    

    

Secured

Contingent

Convertible

Guarantee

Derivative

Fair value as of June 30, 2024

$

3,256,863

$

Shares issued as partial payment

(1,210,290)

Change in valuation inputs or other assumptions

839,774

89,535

Exchange to Merger financing note

(2,886,347)

Fair value as of September 30, 2024

$

$

89,535

Convertible

Debenture

Notes

    

Derivative

    

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

352,067

 

382,154

Change in valuation inputs or other assumptions

 

837,888

 

52,873

Fair value as of June 30, 2025

$

1,189,955

$

435,027

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

1,090,949

Fair value of advance requests

1,652,300

Transferred to equity

(1,911,472)

Change in valuation inputs or other assumptions

(184,594)

(291,990)

Fair value as of June 30, 2025

$

123,062

$

539,787

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

 

$

12,298,000

Change in valuation inputs or other assumptions

 

(16,359,505)

 

 

(929,000)

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

    

Subscription

    

Contingent

Agreement

Guarantee

Fair value as of June 30, 2024

$

2,425,647

$

3,256,863

Shares issued as partial payment

 

 

(1,210,290)

Change in valuation inputs or other assumptions

 

64,298

 

839,774

Exchanged to Merger financing note

 

 

(2,886,347)

Fair value as of June 30, 2025

$

2,489,945

$

    

Merger

    

Secured

Financing

Convertible

Derivative

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

113,044

 

89,535

Change in valuation inputs or other assumptions

 

(49,348)

 

(89,535)

Fair value as of June 30, 2025

$

63,696

$

v3.25.3
SEGMENT REPORTING (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SEGMENT REPORTING    
Schedule of revenue and operating income (loss) of the segment

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Commissions

$

2,334,389

$

1,383,828

Vetting fees

 

371,700

 

365,383

Clearing fees

 

714,349

 

1,047,712

Net gain/(loss) on firm trading accounts

 

(111)

 

1,711

Other revenue

 

830,263

 

5,448

Total revenue

$

4,250,590

$

2,804,082

Loss from operations

$

(877,238)

$

(941,102)

Total assets

$

73,634,759

$

55,994,817

    

    

For the Transition 

Year Ended 

Period Ended 

    

June 30, 2025

    

June 30, 2024

Commissions

$

5,937,532

$

2,679,673

Vetting fees

 

1,459,321

 

499,125

Clearing fees

 

3,165,714

 

756,393

Net gain/(loss) on firm trading accounts

 

6,580

 

10,046

Other revenue

 

287,465

 

56,246

Total revenue

$

10,856,612

$

4,001,483

Loss from operations

$

(4,917,281)

$

(14,268,826)

Total assets

$

60,892,833

$

57,466,554

v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
Dec. 31, 2024
$ / shares
shares
Sep. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 29, 2024
shares
Jun. 30, 2023
USD ($)
$ / shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS            
Stock split 0.0167          
Shares authorized 525,000,000          
Common stock, shares authorized 500,000,000 500,000,000 500,000,000 500,000,000    
Common stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Preferred stock, shares authorized 25,000,000 25,000,000 25,000,000 25,000,000    
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Common stock, shares issued   126,819,145 40,165,603 207,585 12,455,157  
Common stock, shares outstanding   126,819,145 40,165,603 207,585 12,455,157  
Cash in bank account | $     $ 29,609,219      
Working capital deficit | $     6,069,462      
Excise tax payable | $   $ 2,673,056 2,611,618 $ 2,067,572   $ 1,485,236
Penalties due to late filing and non payment of taxes | $     $ 544,046      
v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Transition Period Comparative Data - Consolidated Balance Sheets (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Feb. 09, 2025
Sep. 30, 2024
Jun. 30, 2024
Feb. 09, 2024
Dec. 31, 2023
Jun. 30, 2023
Current assets                
Cash and cash equivalents $ 2,692,063 $ 7,533,690     $ 6,558,176     $ 1,132,900
Cash segregated - customers 29,291,802 21,874,954     20,548,972      
Cash segregated - PAB 200,563 200,575     200,738      
Receivables - broker-dealers and clearing organizations 13,649,538 4,179,625     1,333,306      
Receivables - customers, net of allowance for credit losses of $401,128 980,988 320,815     823,784      
Other receivables 47,155 251,099     64,842      
Prepaid expenses         67,967     29,458
Trading securities, market value, net 1,435 5     55      
Due from Atlas Clear               49,806
Total Current Assets 47,206,193 34,933,938     29,597,840     1,212,164
Operating lease right to use lease asset 152,146 179,267 $ 179,267   326,336 $ 395,063    
Property and equipment, net         16,080      
Customer list, net 12,624,914 12,932,106     14,150,856      
Goodwill 6,142,525 6,142,525     7,706,725      
Pacsquare asset purchase 1,736,501 1,785,104     1,726,500      
Bank acquisition deposit         91,200      
Cash deposits - broker-dealers and clearing organizations         3,515,000      
Other assets 628,835 591,248     336,017      
Marketable securities held in Trust Account               57,409,747
TOTAL ASSETS 73,634,759 60,892,833     57,466,554     58,621,911
Current liabilities                
Payables to customers 31,312,809 23,935,348     20,162,973      
Accounts and payables to officers/directors 352,536 199,088     686,579      
Accounts payable and accrued expenses 5,329,871 6,194,311     5,393,912     5,181,488
Payables - broker-dealers and clearing organizations 1,735,543 497,660     4,915      
Commissions, payroll and payroll taxes 386,589 395,214     273,386      
Current portion of lease liability 114,271 111,983     149,499      
Convertible notes, net 4,458,025       3,783,437      
Secured convertible note, net         6,857,101      
Promissory notes 691,240 1,207,797     852,968      
Short-term merger financing, net         5,092,083      
Contingent guarantee         3,256,863 $ 3,256,863   3,256,863
Subscription agreement 691,321 2,489,945     2,425,647      
Excise tax payable 2,673,056 2,611,618     2,067,572     1,485,236
Advance from related parties               1,968,116
Total Current Liabilities 49,631,940 41,003,400     51,321,915     9,114,840
Accrued contingent liability 100,000 100,000     100,000      
Long-term merger financing, net         7,606,561      
Derivative liability - convertible notes         16,462,690      
Derivative liability - warrants 184,593 123,062     307,656     307,656
Earnout - liability 11,485,000 11,369,000     12,298,000      
Deferred income tax liability         5,245,886      
Subordinated borrowings 1,930,000 1,930,000     1,950,000      
Trading account deposit 100,000 100,000     100,000      
Long-term lease liability 41,346 70,746     182,729      
TOTAL LIABILITIES 66,778,576 67,690,281     95,575,437     9,422,496
Commitments and Contingencies        
Common stock subject to possible redemption               57,113,761
STOCKHOLDERS' DEFICIT                
Preferred stock, $0.0001 par value;        
Common stock, value 12,681 4,016     21     503
Additional paid-in capital 149,848,705 135,763,445     110,165,209      
Accumulated deficit (142,964,114) (142,523,820)     (148,274,113)     (7,914,849)
TOTAL STOCKHOLDERS' DEFICIT 6,856,183 (6,797,448)   $ (23,162,035) (38,108,883)   $ (11,512,876) (7,914,346)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 73,634,759 $ 60,892,833     57,466,554     58,621,911
Nonrelated Party                
Current liabilities                
Stock payable         259,893      
Related Party                
Current liabilities                
Stock payable         $ 55,087      
Promissory notes               $ 480,000
v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS -Transition Period Comparative Data - Consolidated Balance Sheets Parentheticals (Details) - $ / shares
Sep. 30, 2025
Jun. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS          
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Transition Period Comparative Data - Statements of consolidated Net Income (loss) (Details) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Jun. 30, 2025
REVENUES                
Commissions $ 2,334,389 $ 1,383,828 $ 1,750,159   $ 2,679,673     $ 5,937,532
Vetting fees 371,700 365,383 340,050   499,125     1,459,321
Clearing fees 714,349 1,047,712 624,550   756,393     3,165,714
Net gain/(loss) on firm trading accounts (111) 1,711 6,390   10,046     6,580
Other revenue 830,263 5,448 9,650   56,246     287,465
TOTAL REVENUES 4,250,590 2,804,082 2,730,799   4,001,483     10,856,612
EXPENSES                
Compensation, payroll taxes and benefits 3,123,630 1,279,304 1,355,058   2,386,837     6,150,257
Data processing and clearing costs 584,250 611,646 843,824   1,299,527     2,104,107
Regulatory, professional fees and related expenses 250,573 1,095,819 112,216   11,649,470     4,137,631
Stock compensation - founder share transfer         1,462,650      
Communications 218,869 152,754 172,018   254,608     650,560
Occupancy and equipment 36,751 54,004 54,765   76,324     211,347
Transfer fees 48,160 51,590 54,807   75,425     210,423
Bank charges 58,718 55,901 52,077   88,253     223,938
Intangible assets amortization 355,795 307,191 337,911   791,375     1,362,446
Other 295,631 136,975 147,042   185,840     324,358
Other operating and formation cost       $ 577,313   $ 1,485,122    
TOTAL EXPENSES 5,127,828 3,745,184 3,129,718 577,313 18,270,309 1,485,122   15,773,893
LOSS FROM OPERATIONS (877,238) (941,102) (398,919) (577,313) (14,268,826) (1,485,122)   (4,917,281)
OTHER INCOME/(EXPENSE)                
Interest income 486,357 606,758 587,637 8,458 1,195,081 8,458   1,996,399
Interest earned on marketable securities held in Trust Account       727,468 256,279 2,028,921    
Gain on sale of assets     146,706   146,706      
Net gain on settlement       829,853 146,706 829,853    
Loss on AtlasClear asset acquisition     (17,845,813)   (86,392,769)      
Change in fair value, warrant liability derivative (61,531) 246,125 307,656 (184,594)   (123,062)   184,594
Change in fair value, convertible note derivative (52,873) 3,167,309 (992,152)   (3,585,902)     3,990,385
Change in fair value, long-term and short-term note derivative 103,185 11,152,870 (3,101,057)   (11,208,055)     12,369,120
Change in fair value, non-redemption agreement         (164,626)      
Change in fair value, contingent guarantee   (839,775) (3,256,863)   (3,256,863)   $ (839,775) (839,775)
Change in fair value, earnout liability (116,000) (340,000) (1,115,000)   (1,335,000)     929,000
Change in fair value, subscription agreement 1,798,624 (34,841) (4,413,946)   (38,796)     (64,298)
Extinguishment of stock payable     985,072   985,072      
Extinguishment of accrued expenses     114,199   879,473      
Interest expense (1,434,210) (1,456,996) (3,210,786)   (3,732,178)     (8,081,938)
TOTAL OTHER INCOME/(EXPENSE) 283,909 11,710,887 (31,794,347) 1,381,185 (106,507,857) 2,744,170   10,408,193
NET INCOME/(LOSS) BEFORE INCOME TAXES (593,329) 10,769,785 (32,193,266) 803,872 (120,776,683) 1,259,048   5,490,912
Provision for income taxes 153,035 (21,752) 563,736 (318,313) 569,736 (581,118)   259,381
NET INCOME/(LOSS) $ (440,294) $ 10,748,033 $ (31,629,530) $ 485,559 $ (120,206,947) $ 677,930   $ 5,750,293
v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Transition Period Comparative Data - Statements of consolidated cash flow (Details) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
Cash Flows from Operating Activities:                  
Net income (loss) $ (440,294) $ 10,748,033 $ (31,629,530) $ 485,559 $ (120,206,947) $ 677,930   $ 5,750,293  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                  
Change in fair value of warrant liability 61,531 (246,125) (307,656) 184,594   123,062   (184,594)  
Change in fair value of non-redemption agreement liability         164,626        
Loss on AtlasClear asset acquisition         86,392,769        
Change in fair value, convertible note derivative 52,873 (3,167,309)     3,585,904     (3,990,385)  
Change in fair value, long-term and short-term note derivative (103,185) (11,152,870) 3,101,057   11,208,055     (12,369,120)  
Interest expense on convertible notes         1,896,714     7,276,092  
Transaction costs paid with stock         1,401,937        
Stock based compensation 155,411 2,578     1,462,650     83,745  
Change in fair value, earnout liability 116,000 340,000 1,115,000   1,335,000     (929,000)  
Fee on Secured convertible note         1,500,000        
Change in operating lease expense         68,727        
Change in fair value, contingent guarantee   839,775 3,256,863   3,256,863   $ 839,775 839,775  
Interest earned on marketable securities held in Trust Account         (251,569) (2,028,921)      
Change in fair value, subscription agreement (1,798,624) 34,841 4,413,946   38,796     64,298  
Depreciation expense   4,569     7,565     16,080  
Amortization of intangibles 355,795 307,191 337,911   791,375     1,362,446  
Bad debt 40 639     2,474     398,826  
Changes in operating assets and liabilities:                  
Payable to brokers & dealers 1,237,883 15,323     (12,903)     492,745  
Income taxes payable           44,118      
Marketable securities         6,820        
Receivables from brokers & dealers (9,469,913) (583,869)     2,203,271     (2,846,319)  
Receivables from customers (660,213) 652,455     (303,486)     104,143  
Receivables from others (1,294) (57,235)     (59,043)     18,981  
Advances and Prepaid expenses 230,526 23,692     133,158 4,194   3,222  
Cash deposits with clearing organization & other B/Ds (750,000)       21,664     (750,000)  
Change in operating lease right-of-use asset         (11,713)        
Other assets (37,587)       49,041     (255,231)  
Payables to customers 7,377,461 (153,100)     (5,124,740)     3,772,375  
Payables to officers & directors 153,448 42,357     98,048     (487,491)  
Deferred tax liability         (43,484)        
Accounts payable and accrued expenses (920,453) 223,401     (1,066,430) 443,812   1,862,062  
Commissions and payroll taxes payable (8,625) (51,617)     39,638     121,828  
Stock Loan         259,893        
Change in operatin lease right-of-use asset         (56,900)        
Net cash provided by (used for) operating activities (2,500,236) 175,607     (11,212,227) (785,611)   822,027  
Cash Flows from Investing Activities:                  
Cash withdrawn from Trust Account to pay franchise and income taxes         68,418        
Investment of cash into Trust Account         (160,000) (875,000)      
Cash withdrawn from Trust Account in connection with redemption         53,947,064 1,015,001      
Cash paid for purchase of Pacsquare (65,000) (65,000)     (500,000)     (125,000)  
Cash received from acquisition of Wilson-Davis         33,333,876        
Cash withdrawn from Trust Account for working capital purposes         1,195,565 148,523,642      
Cash paid to Wilson Davis shareholders         (8,092,568)        
Net cash used for investing activities (65,000) (65,000)     79,792,355 148,663,643   (145,000)  
Cash Flows from Financing Activities:                  
Gross purchase price 4,700,000       6,000,000        
Transaction costs financed         5,002,968        
Repayment of advances from related party           (300,000)      
Advances from related party         1,052,300 1,948,950      
Redemption of common stock         (53,947,064) (148,523,642)      
Net cash provided by financing activities 5,140,445 148,383     (41,891,796) (146,874,692)   1,624,306  
Net Change in Cash 2,575,209 258,990     26,688,332 1,003,340   2,301,333  
Cash at beginning of period 29,609,219 27,307,886     619,554   27,566,876 27,307,886 $ 1,132,900
Cash at end of period $ 32,184,428 $ 27,566,876 $ 27,307,886 $ 1,132,900 27,307,886 1,132,900 $ 29,609,219 29,609,219 $ 27,307,886
Supplemental cash flow information:                  
Cash paid for income taxes           537,000      
Supplemental disclosure of non-cash investing and financing activities:                  
Shares issued to settled advances from related party and notes payable related party         4,577,569        
Transaction cost settled with subscription payable         2,386,851        
Fair value of equity treated earnout in AtlasClear, Inc asset acquisition         31,347,000        
Fair value of shares issued in AtlasClear, Inc asset acquisition         44,400,000        
Fair value of liability treated earnout in AtlasClear, Inc asset acquisition         10,963,000        
Fair value of shares transferred to Wilson Davis shareholders         6,000,000        
Short term notes issued to Wilson Davis shareholders         5,000,000        
Long term notes issued to Wilson Davis shareholders         7,971,197        
Common stock issued to settled vendor obligations         64,376        
Fair value of shares transferred to Secured convertible note holders         1,250,698        
Redeemable shares transferred to permanent equity         1,195,566        
Non-redemption agreement re-classed to permanent equity         1,606,279        
Shares issued to purchase Pacsquare         1,226,500        
Shares issued as deposit for Commercial bank acquisition         91,200        
Initial value of derivative liability on convertible notes         1,668,731        
Interest settled with shares         210,550        
Interest settled with shares transferred by related party         48,750        
Cancellation of admin fees           120,000      
Excise tax related to redemptions         539,471 1,485,236      
Accretion of common stock subject to possible redemption         $ 592,577 2,217,201      
ATLASCLEAR, INC                  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                  
Amortization of intangibles               (317,231)  
Changes in operating assets and liabilities:                  
Payable to brokers & dealers           $ (49,806)      
Supplemental disclosure of non-cash investing and financing activities:                  
Fair value of equity treated earnout in AtlasClear, Inc asset acquisition               31,347,000  
Fair value of liability treated earnout in AtlasClear, Inc asset acquisition               $ 10,963,000  
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
USD ($)
segment
item
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
item
segment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Goodwill $ 6,142,525   $ 7,706,725 $ 6,142,525
Impairment charges $ 0 $ 0 17,845,813 $ 0
Number of financial institutions in cash deposit | item 2     2
Excess amount of the FDIC limit $ 0     $ 7,278,320
Minimum securities to margin obligations ratio       4
Number of reportable segment | segment 1     1
Minimum        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Useful lives       3 years
Maximum        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Useful lives       7 years
Developed technology        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Useful lives       10 years
Intangible assets, net     1,726,500 $ 1,785,104
Customer list        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Useful lives       12 years
Intangible assets, net     $ 14,150,856 $ 12,932,106
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted net income (loss) per share of common stock (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Numerator:              
Net income (loss) $ (440,294) $ 10,748,033 $ (31,629,530) $ 485,559 $ (120,206,947) $ 677,930 $ 5,750,293
Denominator:              
Basic weighted average common stock outstanding (in shares) 59,947,249 256,405          
Diluted weighted average shares outstanding (in shares) 59,947,249 1,892,470          
Basic net (loss) income per common stock (in dollars per share) $ (0.01) $ 41.92          
Redeemable              
Numerator:              
Net income (loss)         (11,279,605)    
Allocation of net income (loss)         $ (11,279,605)   $ 5,750,820
Denominator:              
Basic weighted average common stock outstanding (in shares)         18,500   5,987,645
Diluted weighted average shares outstanding (in shares)         18,500   5,987,645
Basic net (loss) income per common stock (in dollars per share)         $ (609.72)    
Non-redeemable              
Numerator:              
Net income (loss)         $ (108,927,342)   $ 5,750,820
Deemed dividend         (15,422,431)    
Allocation of net income (loss)         $ (124,349,773)   $ 5,750,820
Denominator:              
Basic weighted average common stock outstanding (in shares)         178,651   5,987,645
Diluted weighted average shares outstanding (in shares)         178,651   5,987,645
Basic net (loss) income per common stock (in dollars per share)         $ (696.05)   $ 0.96
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of diluted net income (loss) per share of common stock (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
Numerator:        
Change in fair value of financial instruments   $ (12,655,000)    
Interest on dilutive instruments   1,419,843    
Allocation of net income (loss), as adjusted $ (440,294) $ (487,124)    
Denominator:        
Dilutive weighted average common stock outstanding (in shares) 59,947,249 256,405    
If converted shares   1,636,065    
Diluted weighted average shares outstanding (in shares) 59,947,249 1,892,470    
Diluted net (loss) income per common stock (in dollars per share) $ (0.01) $ (1.9)    
Redeemable        
Numerator:        
Allocation of net income (loss),     $ (11,279,605) $ 5,750,820
Change in fair value of financial instruments       (15,147,345)
Interest on dilutive instruments       7,148,116
Allocation of net income (loss), as adjusted     $ (11,279,605) $ (2,248,409)
Denominator:        
Dilutive weighted average common stock outstanding (in shares)     18,500 5,987,645
Diluted weighted average shares outstanding (in shares)     18,500 5,987,645
Diluted net (loss) income per common stock (in dollars per share)     $ (609.72) $ (0.38)
Non-redeemable        
Numerator:        
Allocation of net income (loss),     $ (124,349,773) $ 5,750,820
Allocation of net income (loss), as adjusted     $ (124,349,773)  
Denominator:        
Dilutive weighted average common stock outstanding (in shares)     178,651 5,987,645
Diluted weighted average shares outstanding (in shares)     178,651 5,987,645
Diluted net (loss) income per common stock (in dollars per share)     $ (696.05) $ (0.38)
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of dilutive instruments (Details) - shares
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   1,636,065    
Total excluded under treasury method - out of the money 16,215,625 16,215,625 16,215,625 16,215,625
Sellers Notes        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   817,513 14,012,965 15,103,895
Convertible notes        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive     4,722,875 5,317,252
Secured convertible note        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 670,307 436,705 9,801,273 49,230,040
Subscription agreement        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 1,195,986 46,978 938,967 4,354,048
Tau agreement        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   20,892   35,282
Promissory note        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 576,616 5,691 379,375 6,215
Total Shares issuable under Convertible Note obligations        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 8,305,480 1,653,012 29,855,455 74,046,732
Public Warrants        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total excluded under treasury method - out of the money 10,062,500 10,062,500 10,062,500 10,062,500
Private Warrants        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total excluded under treasury method - out of the money 5,553,125 5,553,125 5,553,125 5,553,125
Secured convertible note warrants        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total excluded under treasury method - out of the money 600,000 600,000 600,000 600,000
v3.25.3
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS (Details) - USD ($)
Oct. 01, 2025
Sep. 30, 2025
Jul. 01, 2025
Jun. 30, 2025
Jun. 30, 2024
Customers transactions and credit balances          
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS          
Calculated required reserve   $ 29,793,711   $ 20,890,603 $ 19,326,300
Cash on deposit in the reserve account   29,189,001   21,175,129 19,677,378
Cash reserve deposit more than amount required   604,710   284,526 351,078
Customers transactions and credit balances | Subsequent Event          
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS          
Amount deposited to reserve account in accordance with the rule $ 1,200,000   $ 225,000    
Cash on deposit in the reserve account in excess of the amount required $ 595,291   $ 509,526    
Broker-dealer transactions and credit balances          
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS          
Calculated required reserve   100,000   100,000 100,000
Cash on deposit in the reserve account   200,563   200,575 200,738
Cash reserve deposit more than amount required   $ 100,563   $ 100,575 $ 100,738
v3.25.3
NET CAPITAL REQUIREMENTS (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
NET CAPITAL REQUIREMENTS      
Net capital $ 12,281,941 $ 11,190,362 $ 10,437,312
Net capital in excess of the minimum required $ 12,031,941 $ 10,940,362 $ 10,187,312
v3.25.3
CASH AND RESTRICTED CASH (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
CASH AND RESTRICTED CASH              
Cash and cash equivalents $ 2,692,063 $ 7,533,690     $ 6,558,176   $ 1,132,900
Cash segregated - customers 29,291,802 21,874,954     20,548,972    
Cash segregated - PAB 200,563 200,575     200,738    
Total cash and restricted cash shown in the statement of cash flows. $ 32,184,428 $ 29,609,219 $ 619,554 $ 27,566,876 $ 27,307,886 $ 619,554 $ 1,132,900
v3.25.3
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
Receivable from broker dealers and the clearing organization      
Due from clearing organizations, net   $ 4,021,151 $ 1,094,453
Fails to deliver and receive   158,474 238,853
Total receivables $ 13,649,538 4,179,625 1,333,306
Payables to broker dealers and the clearing organization      
Due from clearing organizations, net   481,006 3,003
Fails to deliver and receive   16,654 1,912
Total payables $ 1,735,543 $ 497,660 $ 4,915
v3.25.3
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION - Additional information (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2025
RECEIVABLES & PAYABLES WITH BROKER DEALERS AND CLEARING ORGANIZATION    
Losses on receivables from broker dealers or clearing organizations $ 0 $ 0
Bad debt expense $ 15,000 $ 396,826
v3.25.3
PROPERTY AND EQUIPMENT (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
PROPERTY AND EQUIPMENT      
Depreciation expense $ 4,569 $ 7,565 $ 16,080
v3.25.3
PROPERTY AND EQUIPMENT - Summary of major classifications of property and equipment (Details) - USD ($)
Jun. 30, 2025
Jun. 30, 2024
Property, Plant and Equipment    
Property and equipment, gross $ 376,048 $ 376,048
Less: Accumulated depreciation and Amortization (376,048) (359,968)
Property and equipment, net   16,080
Equipment    
Property, Plant and Equipment    
Property and equipment, gross 150,202 150,202
Leasehold improvements    
Property, Plant and Equipment    
Property and equipment, gross 89,087 89,087
Software    
Property, Plant and Equipment    
Property and equipment, gross 85,042 85,042
Furniture and fixtures    
Property, Plant and Equipment    
Property and equipment, gross $ 51,717 $ 51,717
v3.25.3
RELATED PARTY TRANSACTIONS - Related Party Share Issuance/Transfers (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Aug. 11, 2025
Aug. 09, 2024
Feb. 09, 2024
Jul. 31, 2024
Sep. 30, 2025
Mar. 31, 2025
Sep. 30, 2024
Jun. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred       42,510              
Conversion, capital transferred       2,412,930              
Shares issued as payment towards contingent guarantee       $ 1,210,290              
Common stock, value         $ 12,681     $ 4,016   $ 21 $ 503
Common stock issued to for consulting services (in shares) 200,000                    
Common stock, par value (in dollars per share)         $ 0.0001     $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Shares issued under Tau agreement settled             $ 148,381 $ 1,870,381      
Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Shares issued under Tau agreement settled     $ 1,462,650                
Promissory Notes                      
RELATED PARTY TRANSACTIONS                      
Shares issued to pay interest on convertible notes       21,299              
Principal amount         $ 438,922            
Secured convertible notes                      
RELATED PARTY TRANSACTIONS                      
Shares issued to pay interest on convertible notes       217,397              
Chardan Note                      
RELATED PARTY TRANSACTIONS                      
Shares issued to pay interest on convertible notes       212,803              
Principal amount       400,000 $ 959,764            
Shares transferred             37,717 4,250,000      
Chardan Note | Pre Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Shares transferred               2,744,623      
Short and Long Term Notes                      
RELATED PARTY TRANSACTIONS                      
Shares issued to pay interest on convertible notes       $ 351,141              
Quantum Ventures LLC | Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred               6,113      
Quantum Ventures LLC | Chardan Note                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred             6,113        
Quantum Ventures LLC | Chardan Note | Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred               2,427      
Quantum Ventures LLC | Sponsor | Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, capital transferred       2,550,588              
Quantum Ventures LLC | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred       25,982              
Quantum Ventures LLC | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes | Pre Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred       1,558,923              
Atlas FinTech                      
RELATED PARTY TRANSACTIONS                      
Shares transferred   46,471                  
Common stock, value   $ 803,860                  
Reimbursement shares transferred   22,292                  
Common stock issued to for consulting services (in shares)   68,763                  
Common stock, par value (in dollars per share)   $ 0.0001                  
Atlas FinTech | Pre Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Shares transferred   2,788,276                  
Reimbursement shares transferred               1,337,500      
Number of additional shares issued   991,665                  
Common stock issued to for consulting services (in shares)   4,125,776                  
Atlas FinTech | Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred               2,119      
Shares transferred   46,471                  
Reimbursement shares transferred   22,292                  
Number of additional shares issued   16,528                  
Common stock issued to for consulting services (in shares)   68,763                  
Atlas FinTech | Chardan Note                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred             2,119        
Atlas FinTech | Chardan Note | Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred               877      
Atlas FinTech | Sponsor | Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, capital transferred       42,510              
Atlas FinTech | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred       16,528              
Atlas FinTech | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes | Pre Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Conversion, shares transferred       991,665              
Atlas FinTech | Related Party                      
RELATED PARTY TRANSACTIONS                      
Value of shares transferred           $ 177,334          
Shares issued under Tau agreement settled           $ 27,282          
v3.25.3
RELATED PARTY TRANSACTIONS - Advances from Related Parties (Details) - USD ($)
6 Months Ended
Aug. 09, 2024
Jun. 30, 2024
Feb. 09, 2024
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2025
Jun. 30, 2025
Mar. 21, 2025
Dec. 27, 2024
Dec. 31, 2023
Dec. 31, 2022
RELATED PARTY TRANSACTIONS                      
Advances from related parties         $ 1,968,116            
Advance amount   $ 686,579   $ 686,579   $ 352,536 $ 199,088        
Related party loan       $ 1,052,300 $ 1,948,950            
Sale price per share (in dollars per share)     $ 60                
Number of shares issued for settlement     33,333                
Liabilities settled     $ 4,636,397                
Receivables settled     58,828                
Deemed dividend to the related party     15,422,431                
Director                      
RELATED PARTY TRANSACTIONS                      
Advance amount             20,000 $ 6,000 $ 9,000    
Former officer and director                      
RELATED PARTY TRANSACTIONS                      
Advance amount             $ 164,088        
Co-Sponsors                      
RELATED PARTY TRANSACTIONS                      
Advances from related parties     4,156,397             $ 3,104,097 $ 319,166
Proceeds from related party     1,052,300                
Co-sponsors have advanced     58,828                
Related Party Loan                      
RELATED PARTY TRANSACTIONS                      
Related party loan     $ 480,000                
AtlasFintech Holdings Corp                      
RELATED PARTY TRANSACTIONS                      
Business combination expense   $ 803,860                  
AtlasFintech Holdings Corp | Pre Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Shares issued as settlement in related party payable 2,788,276                    
AtlasFintech Holdings Corp | Post Reverse Split                      
RELATED PARTY TRANSACTIONS                      
Shares issued as settlement in related party payable 46,471                    
v3.25.3
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)
3 Months Ended 12 Months Ended
Feb. 09, 2024
Sep. 30, 2024
Jun. 30, 2025
RELATED PARTY TRANSACTIONS      
Shares issued under Tau agreement settled   $ 148,381 $ 1,870,381
Sale price per share (in dollars per share) $ 60    
Post Reverse Split      
RELATED PARTY TRANSACTIONS      
Shares issued under Tau agreement settled $ 1,462,650    
Director      
RELATED PARTY TRANSACTIONS      
Sale price per share (in dollars per share) $ 358.2    
Director | Post Reverse Split      
RELATED PARTY TRANSACTIONS      
Common Stock issued during period (in shares) 4,083    
v3.25.3
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - USD ($)
Feb. 09, 2024
Mar. 14, 2022
RELATED PARTY TRANSACTIONS    
Working capital loans   $ 480,000
Qvent, LLC | Affiliate of sponsor    
RELATED PARTY TRANSACTIONS    
Shares issued in settlement of obligations (in shares) 33,333  
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Registration Rights (Details)
Aug. 14, 2024
shares
Pre-Split Basis  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES  
Maximum number of shares can be resale as per registration statement 77,577,099
Post-Split Basis  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES  
Maximum number of shares can be resale as per registration statement 34,532,737
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Earnout liability (Details) - USD ($)
12 Months Ended
Feb. 09, 2024
Jun. 30, 2025
Sep. 30, 2025
Dec. 31, 2024
Aug. 09, 2024
Jun. 30, 2024
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES              
Common stock, par value (in dollars per share)   $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001 $ 0.0001
Threshold period from Closing to achieve milestones considered for issuance of Earn Out Shares   18 months          
Period for measurement of revenue targets (in years)   5 years          
Earnout - liability   $ 11,369,000 $ 11,485,000     $ 12,298,000  
Atlas FinTech              
COMMITMENTS AND CONTINGENCIES              
Common stock, par value (in dollars per share)         $ 0.0001    
Earn Out Shares, maximum shares issuable to stockholders (in shares)   5,944,444          
Threshold period from Closing to achieve milestones considered for issuance of Earn Out Shares   18 months          
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders   $ 20,000,000          
Period for measurement of revenue targets (in years)   5 years          
ATLASCLEAR, INC              
COMMITMENTS AND CONTINGENCIES              
Shares issued as purchase consideration for the assets (in shares) 74,000            
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001          
Earn Out Shares, maximum shares issuable to stockholders (in shares) 5,944,444 5,944,444          
Threshold period from Closing to achieve milestones considered for issuance of Earn Out Shares 18 months            
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders   $ 20,000,000          
ATLASCLEAR, INC | Pre Reverse Split              
COMMITMENTS AND CONTINGENCIES              
Shares issued as purchase consideration for the assets (in shares) 4,440,000            
ATLASCLEAR, INC | Post Reverse Split              
COMMITMENTS AND CONTINGENCIES              
Shares issued as purchase consideration for the assets (in shares) 74,000 74,000          
ATLASCLEAR, INC | Atlas FinTech              
COMMITMENTS AND CONTINGENCIES              
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders $ 20,000,000            
Period for measurement of revenue targets (in years) 5 years            
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Business Combination Marketing Agreement and Chardan Note (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Oct. 01, 2025
Sep. 19, 2025
Jul. 01, 2025
Oct. 23, 2024
Aug. 09, 2024
Feb. 09, 2024
Jul. 31, 2024
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
Oct. 08, 2025
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Marketing fees payable to underwriters           $ 7,043,750            
Convertible notes, net               $ 4,458,025   $ 3,783,437    
Conversion, shares transferred             42,510          
Interest expense                   $ 1,896,714 $ 7,276,092  
Amortization of discount               513,201        
Unamortized discount                     27,167  
Total carrying balance                     $ 980,112  
Quantum Ventures LLC | Post Reverse Split                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Conversion, shares transferred                     6,113  
Atlas FinTech                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Shares transferred         46,471              
Atlas FinTech | Pre Reverse Split                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Shares transferred         2,788,276              
Atlas FinTech | Post Reverse Split                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Shares transferred         46,471              
Conversion, shares transferred                     2,119  
Subsequent event                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Aggregate principal amount                       $ 10,097,782
Interest amount $ 57,821   $ 57,821                  
Chardan Note                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Aggregate principal amount       $ 5,209,764   $ 4,150,000            
Shares transferred                 37,717   4,250,000  
Period to file registration statement with SEC           45 days            
Minimum period for which the registration statement with SEC is suspended, considered for increase in interest rate           15 days            
Incremental weekly interest rate, if the registration statement is not filed or is not effective or terminated or suspended (in percent)           2.00%            
Conversion amount       $ 5,209,764       959,764 $ 725,000      
Conversion rate, as a percentage of trailing specified trading day VWAP (in percent)       90.00%                
Convertible notes, net                     $ 3,282,518  
Shares issued as conversion in principle on convertible notes (in shares)                 29,485      
Interest amount                 $ 212,803   212,803  
Interest expense                 137,872   137,872  
Amortization of discount               $ 240,897 $ 86,209   1,772,558  
Principal balance                     959,764  
Unamortized discount                     240,897  
Total carrying balance                     718,867  
Chardan Note | Contractual Interest Rate Reduction                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Financing receivable excluding accrued interest                     $ 5,209,764  
Chardan Note | Pre Reverse Split                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Shares transferred                     2,744,623  
Conversion amount                     $ 4,975,000  
Shares issued as conversion in principle on convertible notes (in shares)                     2,736,391  
Chardan Note | Quantum Ventures LLC                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Conversion, shares transferred                 6,113      
Chardan Note | Quantum Ventures LLC | Post Reverse Split                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Conversion, shares transferred                     2,427  
Chardan Note | Atlas FinTech                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Conversion, shares transferred                 2,119      
Chardan Note | Atlas FinTech | Post Reverse Split                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Conversion, shares transferred                     877  
Chardan Note | Subsequent event                        
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                        
Shares transferred   959,764                    
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Commercial Bancorp (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
May 14, 2025
Mar. 13, 2025
Nov. 14, 2024
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
Loss Contingencies [Line Items]              
Number of shares issued in the acquisition         1,234,990   1,234,990
Shares issued as deposit for the Commercial Bank acquisition           $ 91,200 $ 43,645
Commercial Bancorp              
Loss Contingencies [Line Items]              
Common Stock issued during period (in shares)       8,333      
Number of shares       667      
Number of shares issued in the acquisition     36,070       36,070
Shares issued as deposit for the Commercial Bank acquisition     $ 43,645        
Market price of public shares (in Dollars per share)     $ 1.21        
Termination extension fee   $ 5,000          
Termination extension term   14 days          
Payment of termination extension fee             $ 20,000
Commercial Bancorp | Subsequent event              
Loss Contingencies [Line Items]              
Payment of termination extension fee $ 30,000            
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Expense Settlements (Details)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Oct. 13, 2025
USD ($)
shares
Oct. 08, 2025
USD ($)
Oct. 01, 2025
$ / shares
shares
Aug. 29, 2025
shares
Aug. 11, 2025
USD ($)
shares
Jul. 01, 2025
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Jun. 23, 2025
USD ($)
$ / shares
shares
Jan. 15, 2025
USD ($)
$ / shares
shares
Feb. 19, 2024
$ / shares
shares
Feb. 09, 2024
USD ($)
installment
$ / shares
shares
Oct. 31, 2025
USD ($)
Sep. 30, 2025
USD ($)
$ / shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Dec. 31, 2024
$ / shares
Jun. 30, 2023
$ / shares
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares         200,000                          
Sale price per share (in dollars per share) | $ / shares                     $ 60              
Stock subscription receivable             $ 41,089           $ 41,089     $ 41,089    
Common stock, par value (in dollars per share) | $ / shares             $ 0.0001           $ 0.0001   $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Value of stock issued for services         $ 40,000                 $ 2,578   $ 44,341    
Change in fair value, stock payable                           $ (196,151) $ (985,072) (232,793)    
Interest expense on convertible notes                             1,896,714 7,276,092    
Promissory notes             $ 1,207,797           $ 691,240   852,968 1,207,797    
Subsequent Event                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares 325,000   356,901   200,000 356,901                        
Sale price per share (in dollars per share) | $ / shares     $ 0.162     $ 0.162                        
Value of stock issued for services $ 132,372       $ 40,000                          
Convertible amount   $ 4,250,000                   $ 4,250,000            
Aggregate principal amount   $ 10,097,782                                
Interest Solutions, LLC                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Sale price per share (in dollars per share) | $ / shares                     $ 120              
Number of shares issuable upon debt conversion | shares                     2,408              
Convertible amount                     $ 275,000              
Interest rate (in percent)                     13.00%              
Interest expense on convertible notes                         8,913     35,652    
Transferred registered shares | shares                           9,011        
Accrued interest net             9,011             $ 9,011   9,011    
Promissory notes             315,549           324,462   288,908 315,549    
JonesTrading Institutional Services LLC                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Sale price per share (in dollars per share) | $ / shares                     $ 120              
Number of shares issuable upon debt conversion | shares                     3,283              
Convertible amount                     $ 375,000              
Interest rate (in percent)                     13.00%              
Interest expense on convertible notes                         8,627 12,288   $ 48,617    
Transferred registered shares | shares                               101    
Accrued interest net             12,288             $ 12,288   $ 12,288    
Promissory notes             430,295           0   393,966 430,295    
Toppan Merrill LLC                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Interest rate (in percent)                     13.00%              
Interest expense on convertible notes                               15,694    
Promissory notes             185,788           55,025   $ 170,094 185,788    
Aggregate principal amount                     $ 160,025              
Carriage House Capital, Inc                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares                 4,166 5,833 1,667              
Sale price per share (in dollars per share) | $ / shares                   $ 298.8 $ 298.8              
Number of unissued shares | shares                             4,166      
Stock subscription receivable                             $ 259,893      
Common stock, par value (in dollars per share) | $ / shares                             $ 62.38      
Market price of public shares (in Dollars per share) | $ / shares                 $ 6.5                  
Value of stock issued for services                 $ 27,100                  
Change in fair value, stock payable                 $ 232,793                  
Carriage House Capital, Inc | Due upon signing of the contract                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares                   16,677                
Carriage House Capital, Inc | Due, signing of the contract                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares                   4,166                
Carriage House Capital, Inc | Maximum                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares                   5,833                
Winston & Strawn LLP                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Value of shares issuable for services                     $ 2,500,000              
Number of installments | installment                     3              
Value of shares issuable for services in each installment                     $ 833,333              
Subscription payable, liability             $ 2,489,945           $ 691,321   $ 2,425,647 $ 2,489,945    
Winston & Strawn LLP | Maximum                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Number of shares issuable for services | shares                     2,500,000              
Outside The Box Capital Inc                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares                               6,919    
Market price of public shares (in Dollars per share) | $ / shares             $ 5.7                 $ 5.7    
Value of stock issued for services                               $ 39,404    
Locbox Technologies, Inc                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares             203,425                      
Market price of public shares (in Dollars per share) | $ / shares             $ 0.2053                 $ 0.2053    
Value of stock issued for services             $ 41,763                      
Payment for software services, Monthly payment             $ 20,000                      
Payment for software services in stock (in percent)             90.00%                      
Issuance of stock for payment of services             9.90%                      
Payment for services, Non-Payment of cash, Interest rate                               13.00%    
Payment for services, Right to acquire, Ownership percentage             5.00%                      
Payment for services, valuation amount             $ 10,000,000                 $ 10,000,000    
Payment for services right to acquire, investment amount             $ 500,000                 $ 500,000    
License fee paid considered as contribution (in percent)                               50.00%    
Individual Third Party                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares               100,000                    
Market price of public shares (in Dollars per share) | $ / shares               $ 0.1905                    
Value of stock issued for services               $ 19,050                    
Stock promotion agreement, Performance of service period               6 months                    
Stock promotion agreement, Expense recognition period               6 months                    
Longside Ventures LLC | Subsequent Event                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares       200,000                            
Longside Ventures LLC | Execution of the agreement, issued | Subsequent Event                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares       100,000                            
Longside Ventures LLC | One-month anniversary | Subsequent Event                                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                                    
Stock issued for services | shares       100,000                            
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Secured Convertible Note Financing and Funicular Amendment (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Jan. 07, 2025
USD ($)
Feb. 09, 2024
USD ($)
D
$ / shares
Sep. 30, 2025
USD ($)
$ / shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
Feb. 24, 2024
USD ($)
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                  
Fee on Secured Convertible Note         $ 1,500,000        
Interest expense on convertible notes         1,896,714 $ 7,276,092      
Amortization of discount     $ 513,201            
Secured convertible note, net         $ 6,857,101   $ 6,857,101    
Unamortized discount (Premium), Net           27,167      
Funicular Note                  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                  
Aggregate principal amount $ 6,000,000 $ 6,000,000       $ 9,422,271   $ 9,357,195 $ 6,000,000
Purchase price of notes   $ 6,000,000              
Interest rate (in percent) 12.50% 12.50%              
Interest rate in the event of default (in percent) 20.00% 20.00%              
Restructuring gains $ 0                
Conversion price (in dollars per share) | $ / shares     $ 0.15            
Threshold trading days over which VWAP is considered to make monthly adjustments to the Conversion price | D   5              
Floor on Conversion price (in dollars per share) | $ / shares           $ 0.15      
Number of days notice required for redemption of notes   30 days              
Redemption price as a percentage of the outstanding principal amount (in percent)   101.00%              
Fee on Secured Convertible Note           $ 600,000 $ 1,500,000    
Conversion amount           $ 509,549      
Conversion, shares issued | shares           258,678      
Accrued amount           $ 1,831,819      
Interest expense on convertible notes     $ 269,925 $ 246,660   1,720,449      
Amortization of discount       180,085   457,922      
Secured convertible note, net           8,909,070      
Unamortized discount (Premium), Net     $ 0 $ 791,581   513,201      
Shares transferred by related party for conversion (in shares) | shares       368,004          
Pay for accrued interest       $ 217,373   $ 217,373      
Funicular Note | Pre Reverse Split                  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                  
Conversion price (in dollars per share) | $ / shares   $ 10              
Floor on Conversion price (in dollars per share) | $ / shares   2              
Market price of public shares (in Dollars per share) | $ / shares   2              
Shares transferred by related party for conversion (in shares) | shares           368,004      
Funicular Note | Post Reverse Split                  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                  
Conversion price (in dollars per share) | $ / shares   600              
Floor on Conversion price (in dollars per share) | $ / shares   120              
Market price of public shares (in Dollars per share) | $ / shares   $ 120              
Shares transferred by related party for conversion (in shares) | shares           6,133      
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Sellers Note (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Feb. 07, 2024
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Interest expense on convertible notes       $ 1,896,714 $ 7,276,092
Amortization of discount   $ 513,201      
Unamortized discount (Premium), Net         $ 27,167
Short-term merger financing, net       $ 5,092,083  
Short Term Notes          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Aggregate principal amount $ 5,000,000        
Maturity due 90 days        
Interest rate (in percent) 9.00%        
Interest payable in shares, as a percentage of trailing specified trading day VWAP (in percent) 90.00%        
Conversion rate, as a percentage of trailing seven-trading day VWAP, if an event of default occurs and is continuing (in percent) 90.00%        
Long-Term Notes          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Aggregate principal amount $ 7,971,000        
Maturity due 24 months        
Interest rate (in percent) 13.00%        
Conversion rate, as a percentage of trailing seven-trading day VWAP, if an event of default occurs and is continuing (in percent) 85.00%        
Conversion rate, as a percentage of trailing specified trading day VWAP (in percent) 90.00%        
Sellers note          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Shares issued as conversion in principle on convertible notes (in shares)     31,035   34,931,855
Shares transferred by related party for conversion (in shares)     6,133   6,133
Short term, seller notes          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Principal amount     $ 359,896   $ 5,000,000
Interest amount     7,530   366,979
Principal balance     $ 4,640,104    
Shares transferred by related party for conversion (in shares)     92,083    
Interest expense on convertible notes     $ 158,333   366,978
Pay for accrued interest         92,083
Accrued interest net     150,803    
Unamortized discount (Premium), Net     0    
long term, seller notes          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Aggregate principal amount $ 7,971,000        
Maturity due 24 months        
Interest rate (in percent) 13.00%        
Conversion rate, as a percentage of trailing seven-trading day VWAP, if an event of default occurs and is continuing (in percent) 85.00%        
Principal amount         6,995,624
Interest amount         937,773
Principal balance     $ 7,971,197   975,573
Shares transferred by related party for conversion (in shares)     259,058    
Interest expense on convertible notes     $ 259,063   969,473
Amortization of discount     99,890   594,370
Pay for accrued interest         98,483
Accrued interest net     259,064   31,706
Unamortized discount (Premium), Net     $ 521,646   27,167
Long-term merger financing, net         980,112
Merger financing          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Principal amount         1,439,586
Interest amount         $ 256,091
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Contingent Guarantee (Details) - USD ($)
3 Months Ended 5 Months Ended 9 Months Ended 12 Months Ended
Aug. 09, 2024
Feb. 09, 2024
Feb. 07, 2024
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2023
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                    
Value of founder shares transferred to cover cash deficit   $ 6,000,000 $ 4,000,000              
Contingent guarantee   $ 3,256,863       $ 3,256,863     $ 3,256,863 $ 3,256,863
Shares of Founder Shares Transferred   885,010                
Value of founder shares transferred   $ 4,000,000         $ 1,210,290      
Contingent Guarantee Deemed Value   0                
Amount of cash recovered through transfer of shares           743,137        
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares)         1,234,990     1,234,990    
Reduction in the contingent guarantee         $ 1,210,290     $ 1,210,290    
Stock Issued for Contingent Guarantee $ 2,886,347                  
Percentage of convenience fees 5.00%                  
Amount of convertible notes issued $ 3,030,665                  
Principal amount of guarantee to be converted               $ 1,439,586 1,439,586  
Shares issued upon conversion of guarantee               256,091    
Initial value of derivative included in merger financing         113,044     $ 113,044    
Interest expense on the principal       $ 23,599 56,909     307,801    
Amortization of debt discount       $ 24,215 $ 10,707     88,830    
Derivative liability, carrying balance           $ 1,618,575 $ 1,618,575 1,618,575 1,618,575  
Unamortized debt discount               $ 24,215 $ 24,215  
Short term                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                    
Value of founder shares transferred   $ 8,850,100                
Chardan Note                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                    
Shares issued as conversion in principle on convertible notes (in shares)         29,485          
Sellers note                    
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                    
Shares issued as conversion in principle on convertible notes (in shares)         31,035     34,931,855    
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Line of Credit (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2025
Loss Contingencies [Line Items]    
Interest expense on convertible notes $ 1,896,714 $ 7,276,092
Line of Credit   0
Line of Credit    
Loss Contingencies [Line Items]    
Aggregate principal amount   $ 10,000,000
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]   us-gaap:SecuredOvernightFinancingRateSofrMember
Credit carries an interest rate   1.50%
Debt instrument, Interest rate, Unused portion (as precent)   0.50%
Interest expense on convertible notes   $ 50,833
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Tau Agreement - ELOC and Second ELOC Agreement (Details)
3 Months Ended 12 Months Ended
Feb. 05, 2025
USD ($)
D
shares
Jul. 31, 2024
USD ($)
D
shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2025
USD ($)
loan
shares
Sep. 30, 2025
USD ($)
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Stock subscription receivable | $       $ 41,089 $ 41,089
Six subordinated loan agreements          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Number of subordinated loan agreement | loan       6  
Subordinated demand notes          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Extension term of debt instrument       1 year  
Pre Reverse Split          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Common Stock that may be issuable       10,000,000  
Post Reverse Split          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Common Stock that may be issuable       166,667  
ELOC Agreement          
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES          
Maximum Aggregate Purchase Price | $ $ 12,250,000 $ 10,000,000      
Agreement Term   24 months      
Number of shares of individual advances requested 2,000 100,000      
Advances requested, percentage of average daily volume of Common Stock traded 50.00% 50.00%      
Threshold trading days | D 30 30      
Shares price payable as percentage of VWAP of the Common Stock 97.00% 97.00%   97.00%  
Threshold consecutive trading days | D 3 3      
Common Stock that may be issuable       1,615,168  
Shares issued under Tau agreement settled (in shares)     24,092 1,574,263  
Pricing period of consecutive trading days       3 days  
Reduction in advance amount, percentage       33.00%  
Commitment fee, percentage       1.25%  
Number of shares transferred by related party       7,378  
Shares issued to settle related party advances and promissory notes (in shares)     38,500 1,566,885  
Stock subscription receivable | $     $ 154,619 $ 41,089  
Amount of advance notices | $     441,524 $ 2,093,822  
Number of shares settled       35,282  
shares sold under the share purchase agreement | $     303,001 $ 22,888  
Shares purchased during the period under the agreement | $     272,440 1,911,472  
Shares purchased under the share purchase agreement | $     $ 30,562 $ 2,116,710  
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Subordinated Loan Agreements (Details)
12 Months Ended
Jun. 30, 2025
USD ($)
loan
Six subordinated loan agreements  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES  
Number of subordinated loan agreement | loan 6
Aggregate principal amount $ 650,000
Interest rate (in percent) 5.00%
Subordinated demand notes  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES  
Aggregate principal amount $ 1,300,000
Interest rate (in percent) 8.00%
Repayments of debt $ (20,000)
Extension term of debt instrument 1 year
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Hanire Purchase Agreement (Details)
12 Months Ended
Dec. 31, 2024
USD ($)
D
$ / shares
shares
Jun. 30, 2025
Oct. 08, 2025
USD ($)
Oct. 01, 2025
$ / shares
Sep. 30, 2025
USD ($)
Sep. 12, 2025
USD ($)
Jul. 01, 2025
$ / shares
Feb. 09, 2024
$ / shares
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Sale price per share (in dollars per share) | $ / shares               $ 60
Stock split 0.0167              
Deposit         $ 200,000      
Subsequent Event                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Sale price per share (in dollars per share) | $ / shares       $ 0.162     $ 0.162  
Aggregate principal amount     $ 10,097,782          
Deposit           $ 100,000    
Hanire, LLC                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Common Stock that may be issuable | shares 333,333              
Sale price per share (in dollars per share) | $ / shares $ 15              
Stock split   0.0167            
Maximum aggregate purchase price $ 5,000,000              
Threshold number of shares for purchase by investor as percentage of outstanding voting stock 19.90%              
Threshold number of days available to investor to complete the purchase and sale transaction of securities under the securities purchase agreement | D 15              
Hanire, LLC | Harine Note                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Interest rate (in percent) 12.00%              
Conversion rate as a percentage of specified trading days volume weighted average share price 60.00%              
Debt instrument, threshold consecutive trading days | D 20              
Hanire, LLC | Harine Note | Upon closing of securities purchase transaction                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Aggregate principal amount $ 5,000,000              
Hanire, LLC | Harine Note | Upon securing settlement amounts outstanding to principal owners of securities broker                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Aggregate principal amount 12,500,000              
Hanire, LLC | Harine Note | Upon achievement of positive net income in most recent reporting period                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Aggregate principal amount 7,500,000              
Hanire, LLC | Harine Note | Upon receival of approvals for acquisition of Commercial Bancorp of Wyoming                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Aggregate principal amount 15,000,000              
Hanire, LLC | Harine Note | Maximum                
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES                
Aggregate principal amount $ 40,000,000              
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Wilson-Davis (Details) - Wilson Davis Co Inc - USD ($)
Jul. 10, 2025
Dec. 19, 2019
Feb. 27, 2018
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES      
Amount of damages awarded to the plaintiff in the legal matter $ 490,000 $ 1,265,000 $ 1,470,000
Damage reduced   205,000  
Accrued contingent liability   $ 100,000  
Subsequent Event      
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES      
Amount of damages awarded to the plaintiff in the legal matter 490,000    
Accrued contingent liability $ 100,000    
v3.25.3
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES - Software Development and License agreement (Details)
Jun. 10, 2025
USD ($)
item
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES  
Agreement term 36 months
Knowledge transfer period 6 months
Amount payable $ 37,500
Upfront fees payable 20,000
Amount payable for first month 15,000
Remaining monthly payable $ 10,000
Maximum  
NOTES PAYABLE AND COMMITMENTS AND CONTINGENCIES  
Hours of knowledge transfer | item 80
v3.25.3
ACQUISITION OF WILSON-DAVIS - Allocation of the purchase price (Details)
6 Months Ended
Feb. 07, 2024
USD ($)
item
Jun. 30, 2024
USD ($)
Sep. 30, 2025
USD ($)
Jun. 30, 2025
USD ($)
ACQUISITION OF WILSON-DAVIS        
Number of amendments to the Broker-Dealer Acquisition Agreement | item 2      
Cash paid to Wilson-Davis shareholders   $ 8,092,568    
Allocated to:        
Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill   $ 22,019,881 $ 20,503,940 $ 20,859,735
WILSON-DAVIS        
ACQUISITION OF WILSON-DAVIS        
Cash paid to Wilson-Davis shareholders $ 8,092,569      
Value of shares transferred from sponsor 6,000,000      
Total consideration paid 27,063,766      
Allocated to:        
Cash 11,333,271      
Cash segregated 22,000,605      
Receivables 4,065,148      
Trading Securities, market value 6,875      
Prepaid Income Tax 201,125      
Accounts payable, accrued expenses and other current liabilities (28,045,034)      
Current portion of lease liability (161,212)      
Property and equipment 23,645      
Cash deposit BDs and Clearing Organizations 3,536,664      
Operating Lease Right-to-Use Lease Assets 395,063      
Other Assets 385,058      
Stock loan (1,431,068)      
Long-term Lease liability (239,629)      
Subordinated Borrowing (1,950,000)      
Deferred tax liability (3,724,270)      
Trading Account deposit (100,000)      
Net assets acquired 6,296,241      
Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill 20,767,525      
WILSON-DAVIS | Short term        
ACQUISITION OF WILSON-DAVIS        
Short-term and long-term notes 5,000,000      
WILSON-DAVIS | Long term        
ACQUISITION OF WILSON-DAVIS        
Short-term and long-term notes $ 7,971,197      
v3.25.3
ACQUISITION OF WILSON-DAVIS - Identified excess of the purchase price over the fair value of the net assets acquired recorded as goodwill (Details) - USD ($)
Feb. 07, 2024
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
ACQUISITION OF WILSON-DAVIS        
Excess of purchase price   $ 20,503,940 $ 20,859,735 $ 22,019,881
Goodwill   $ 6,142,525 $ 6,142,525 $ 7,706,725
WILSON-DAVIS        
ACQUISITION OF WILSON-DAVIS        
Customer Lists $ 14,625,000      
Excess of purchase price 20,767,525      
Goodwill $ 6,142,525      
Estimated Useful Life (Years) 12 years      
v3.25.3
ACQUISITION OF WILSON-DAVIS - Pro forma financial information (Details)
12 Months Ended
Jun. 30, 2024
USD ($)
$ / shares
shares
ACQUISITION OF WILSON-DAVIS  
Total revenue | $ $ 5,247,150
Net loss | $ $ (23,878,060)
Weighted average shares, Basic | shares 196,696
Net loss per shares: Basic | $ / shares $ (121.4)
Weighted average shares, Diluted | shares 196,696
Net loss per shares: Diluted | $ / shares $ (121.4)
v3.25.3
ACQUISITION OF WILSON-DAVIS - Pro forma adjustments (Details)
12 Months Ended
Jun. 30, 2024
USD ($)
ACQUISITION OF WILSON-DAVIS  
Transaction cost $ (9,008,053)
Loss on AtlasClear acquisition 86,392,769
Interest earned on investments held in trust $ (256,279)
v3.25.3
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC - Purchase price allocation (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC          
Fair value of Software Product Earn Out Shares       $ 10,963,000  
Fair value of Earn Out Shares       31,347,000  
Amortization of intangibles $ 355,795 $ 307,191 $ 337,911 $ 791,375 $ 1,362,446
ATLASCLEAR, INC          
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC          
Total Purchase Price         44,400,000
Fair value of Software Product Earn Out Shares         10,963,000
Fair value of Earn Out Shares         31,347,000
Purchase price allocated to Contribution Agreement         86,710,000
Total Developed Technology acquired         18,163,044
Transaction cost         68,546,956
Amortization of intangibles         (317,231)
Carrying balance of Technology acquired written off         17,845,813
Total loss on AtlasClear technology acquired         86,392,769
ATLASCLEAR, INC | SURFACExchange          
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC          
Total Developed Technology acquired         381,461
ATLASCLEAR, INC | Bond Quantum          
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC          
Total Developed Technology acquired         32,284
ATLASCLEAR, INC | Atlas          
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC          
Total Developed Technology acquired         7,749,299
ATLASCLEAR, INC | Rubicon          
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC          
Total Developed Technology acquired         $ 10,000,000
v3.25.3
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC - Additional information (Details) - USD ($)
12 Months Ended
Feb. 09, 2024
Jun. 30, 2025
Sep. 30, 2025
Dec. 31, 2024
Aug. 09, 2024
Jun. 30, 2024
Jun. 30, 2023
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC              
Common stock, par value (in dollars per share)   $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001 $ 0.0001
Threshold period from Closing to achieve milestones considered for issuance of Earn Out Shares   18 months          
Period for measurement of revenue targets (in years)   5 years          
Price per public share (in Dollars per share) $ 60            
Atlas FinTech              
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC              
Common stock, par value (in dollars per share)         $ 0.0001    
Earn Out Shares, maximum shares issuable to stockholders (in shares)   5,944,444          
Threshold period from Closing to achieve milestones considered for issuance of Earn Out Shares   18 months          
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders   $ 20,000,000          
Period for measurement of revenue targets (in years)   5 years          
Total Developed Technology acquired   $ 18,160,000          
Estimated Useful Life (Years)   8 years          
Purchase price   $ 86,980,000          
Transaction cost   $ 68,550,000          
ATLASCLEAR, INC              
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC              
Shares issued as purchase consideration for the assets (in shares) 74,000            
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001          
Earn Out Shares, maximum shares issuable to stockholders (in shares) 5,944,444 5,944,444          
Threshold period from Closing to achieve milestones considered for issuance of Earn Out Shares 18 months            
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders   $ 20,000,000          
Total Purchase Price   44,400,000          
Total Developed Technology acquired   18,163,044          
Transaction cost   $ 68,546,956          
ATLASCLEAR, INC | Post-Split Basis              
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC              
Shares issued as purchase consideration for the assets (in shares) 74,000 74,000          
Price per public share (in Dollars per share)   $ 60          
ATLASCLEAR, INC | Atlas FinTech              
ACQUISITION OF THE ASSETS OF ATLASCLEAR, INC              
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders $ 20,000,000            
Period for measurement of revenue targets (in years) 5 years            
v3.25.3
INTANGIBLE ASSETS - Pacsquare Purchase Agreement (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
USD ($)
$ / shares
shares
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
installment
$ / shares
shares
Mar. 31, 2025
USD ($)
Dec. 31, 2024
$ / shares
Jun. 29, 2024
shares
Jun. 30, 2023
$ / shares
INTANGIBLE ASSETS                  
Common stock, shares issued | shares 126,819,145   207,585 207,585 40,165,603     12,455,157  
Common stock, par value (in dollars per share) | $ / shares $ 0.0001   $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001   $ 0.0001
Amortization of intangibles $ 355,795 $ 307,191 $ 337,911 $ 791,375 $ 1,362,446        
Pacsquare assets - Proprietary Software                  
INTANGIBLE ASSETS                  
Total carrying value $ 1,736,501                
Amortization of intangibles       0 $ 143,696        
Useful life (in years) 10 years       10 years        
AtlasClear Platform | Pacsquare                  
INTANGIBLE ASSETS                  
Threshold period to receive level 1 equities trading platform from signing of agreement         12 months        
Purchase price         $ 4,800,000        
Payable in cash and in shares of common stock         1,900,000        
Payable in cash upon delivery of source code and execution of purchase agreement         100,000        
Total Purchase Price         $ 850,000        
Market price of public shares (in Dollars per share) | $ / shares         $ 6        
Four monthly installments payable         $ 950,000        
Number of monthly installments | installment         4        
Monthly installments payable         $ 237,500        
Payable ratably on module-by-module basis upon delivery and acceptance of each of platform modules         2,700,000        
Cash consideration       500,000 125,000        
Accrued in accounts payable     $ 85,000 85,000 40,000        
Purchase price allocated to Contribution Agreement       $ 1,726,500          
Shares issued as purchase consideration for the assets         122,300        
Asset acquisition, additional consideration payable         80,000        
Accrued payable           $ 165,000      
Total carrying value         $ 1,928,800        
AtlasClear Platform | Pacsquare | Post Reverse Split                  
INTANGIBLE ASSETS                  
Common stock, shares issued | shares     5,600 5,600          
Shares issued as purchase consideration for the assets (in shares) | shares         8,333        
AtlasClear Platform | Pacsquare | Post-reverse split, Share price at $360                  
INTANGIBLE ASSETS                  
Common stock, shares issued | shares     2,361 2,361          
Common stock, par value (in dollars per share) | $ / shares     $ 360 $ 360          
Shares issued as purchase consideration for the assets       $ 850,000          
AtlasClear Platform | Pacsquare | Post-reverse split, Share price at $90                  
INTANGIBLE ASSETS                  
Common stock, shares issued | shares     3,239 3,239          
Common stock, par value (in dollars per share) | $ / shares     $ 90 $ 90          
Shares issued as purchase consideration for the assets       $ 291,500          
v3.25.3
INTANGIBLE ASSETS - Schedule of Intangible assets (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
Cost      
Goodwill $ 6,142,525 $ 6,142,525 $ 6,142,525
Intangible assets, gross including goodwill 22,696,325 22,696,325 40,657,069
Accumulated Amortization (2,192,385) (1,836,590) (791,375)
Impairment of Asset      
Finite lived intangible assets (including goodwill), accumulated impairment loss     (17,845,813)
Net      
Goodwill, Total 6,142,525 6,142,525 7,706,725
Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill $ 20,503,940 $ 20,859,735 $ 22,019,881
Developed technology      
INTANGIBLE ASSETS      
Est useful life   10 years 10 years
Cost      
Finite lived intangible assets, gross   $ 1,928,800 $ 1,726,500
Accumulated Amortization   (143,696)  
Net      
Intangible assets, net   $ 1,785,104 $ 1,726,500
Technology acquired      
INTANGIBLE ASSETS      
Est useful life     0 days
Cost      
Finite lived intangible assets, gross     $ 18,163,044
Accumulated Amortization     (317,231)
Impairment of Asset      
Intangible assets excluding goodwill accumulated impairment loss     $ (17,845,813)
Customer Lists      
INTANGIBLE ASSETS      
Est useful life 12 years 12 years 12 years
Cost      
Finite lived intangible assets, gross $ 14,625,000 $ 14,625,000 $ 14,625,000
Accumulated Amortization (2,000,086) (1,692,894) (474,144)
Net      
Intangible assets, net $ 12,624,914 $ 12,932,106 $ 14,150,856
Pacsquare assets - Proprietary Software      
INTANGIBLE ASSETS      
Est useful life 10 years 10 years  
Cost      
Accumulated Amortization $ (192,299)    
Net      
Intangible assets, net $ 1,736,501    
v3.25.3
INTANGIBLE ASSETS - Amortization of intangible assets (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
INTANGIBLE ASSETS    
June 30, 2026 $ 1,411,577 $ 1,411,577
June 30, 2027 1,414,916 1,411,577
June 30, 2028 1,414,577 1,414,916
June 30, 2029 $ 1,411,577 1,411,577
June 30, 2030   1,411,577
Thereafter   $ 7,655,985
v3.25.3
LEASES - Narrative (Details) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Feb. 29, 2024
Jun. 30, 2024
Jun. 30, 2025
Apr. 30, 2020
LEASES        
Term of lease 3 years     63 months
Lease renewal term 3 years      
Operating lease, expense   $ 203,227 $ 195,266  
Annual rent escalation (in percent) 3.00%      
v3.25.3
LEASES - Schedule of future minimum payments required by the lease agreements (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
LEASES      
2026   $ 118,597  
2027   70,377  
Total minimum lease payments   188,974  
Less interest factor   (6,245)  
Operating lease liability - Total   182,729 $ 332,228
Less operating lease liability - current portion $ (114,271) (111,983) (149,499)
Operating lease liability - long term portion $ 41,346 $ 70,746 $ 182,729
v3.25.3
LEASES - Schedule of other information related to the company's operating leases (Details) - USD ($)
5 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2024
Sep. 30, 2025
LEASES        
Operating lease ROU Asset $ 179,267      
Increase 0 $ 0    
Decrease 0 (68,727)    
Amortization     $ (68,727)  
Operating lease ROU Asset - Ending Balance 179,267 326,336 326,336  
Increase     (56,900)  
Operating lease liability - Short Term 111,983 149,499 149,499 $ 114,271
Operating lease liability - Long Term 70,746 182,729 182,729 $ 41,346
Operating lease liability - Total $ 182,729 $ 332,228 $ 332,228  
v3.25.3
LEASES - Schedule of weighted-average remaining lease term and weighted-average discount rates related to the company's operating leases (Details)
Jun. 30, 2025
Jun. 30, 2024
LEASES    
Weighted average remaining lease term 1 year 6 months 29 days 2 years 4 months 6 days
Weighted average discount rate 5.00% 4.97%
v3.25.3
STOCKHOLDERS' EQUITY (DEFICIT) (Details)
3 Months Ended 12 Months Ended
Feb. 09, 2024
shares
Sep. 30, 2025
$ / shares
shares
Sep. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
$ / shares
shares
Dec. 31, 2024
$ / shares
shares
Jun. 30, 2024
$ / shares
shares
Jun. 29, 2024
shares
Jun. 30, 2023
$ / shares
STOCKHOLDERS' DEFICIT                
Preferred stock, shares authorized   25,000,000   25,000,000 25,000,000 25,000,000    
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.0001   $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Preferred stock, shares issued   0   0   0    
Preferred stock, shares outstanding   0   0   0    
Common stock, shares authorized   500,000,000   500,000,000 500,000,000 500,000,000    
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001   $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Common stock, voting rights   one   one        
Common stock, shares issued   126,819,145   40,165,603   207,585 12,455,157  
Common stock, shares outstanding   126,819,145   40,165,603   207,585 12,455,157  
Proceeds from stock issuance | $     $ 148,383 $ 1,870,381        
Quantum Fintech Acquisition Corp                
STOCKHOLDERS' DEFICIT                
Share exchange ratio 1              
Quantum Fintech Acquisition Corp | Warrants issued in exchange for public warrants to purchase Quantum Common Stock                
STOCKHOLDERS' DEFICIT                
Number of shares called by each warrant 0.5              
Quantum Fintech Acquisition Corp | Warrants issued in exchange for private warrants to purchase Quantum Common Stock                
STOCKHOLDERS' DEFICIT                
Number of shares called by each warrant 1              
v3.25.3
WARRANTS (Details)
12 Months Ended
Jun. 30, 2025
D
$ / shares
shares
Jun. 30, 2024
$ / shares
shares
WARRANTS    
Price of the entity's common stock (in dollars per share) $ 990  
Issue price per share (in dollars per share) $ 552  
Equity proceeds 60.00%  
Trading days for determining volume weighted average price | D 20  
Exercise price per share (in dollars per share) $ 570  
Warrant percentage 115.00%  
Market value percentage 165.00%  
Public Warrants    
WARRANTS    
Public warrants outstanding (in shares) | shares 20,125,000 20,125,000
Number of shares called by each warrant | shares 0.5 0.5
Number of days within which the registration statement should be declared effective 120 days  
Expire term 5 years  
Redemption price per warrant (in dollars per share) $ 0.6  
Notice period redemption 30 days  
Price of the entity's common stock (in dollars per share) $ 990  
Threshold number of specified trading days | D 20  
Threshold consecutive number of specified trading days | D 30  
Public Warrants | Post Reverse Split    
WARRANTS    
Exercise price of warrants $ 690 $ 690
Private Warrants    
WARRANTS    
Public warrants outstanding (in shares) | shares 6,153,125 6,153,125
Number of shares called by each warrant | shares 1  
Private Warrants | Post Reverse Split    
WARRANTS    
Exercise price of warrants $ 690  
v3.25.3
INCOME TAX - Benefit (provision) for income taxes (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Current Tax:              
State         $ 3,170   $ 1,556
Total current         3,170   1,556
Deferred Tax:              
Federal         (546,276)   (209,219)
State         (26,630)   (51,718)
Total deferred         (572,906)   (260,937)
Income tax benefit $ (153,035) $ 21,752 $ (563,736) $ 318,313 $ (569,736) $ 581,118 $ (259,381)
v3.25.3
INCOME TAX - Reconciliation (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Effective Income Tax Reconciliation, Amount              
Tax at Statutory rate (21%)         $ (25,376,496)   $ 1,153,091
Change in fair value of NRA liability         34,571    
Change in fair value of warrant liability             (38,765)
Meals         1,769   2,836
Entertainment         161   34
Chane in fair value of convertible note             (837,981)
Nondeductible transaction costs         1,891,691    
Change in fair value of Long-Term and Short-Term Investor Notes         2,353,692   (2,597,515)
Change in fair value of Secured Convertible Note   $ 89,535     753,039    
Change in fair value of Earnout Liability         280,350   (195,090)
Change in fair value of Subscription Agreement         8,147   13,503
Change in fair value of Stock Payable         (206,865)   (48,887)
Change in fair value of Tau Agreement             85,597
Change in fair value of Tau commitment fee             (10,536)
Change in fair value of WDCO sellers convertible note             (10,363)
Loss on AtlasClear acquisition         18,142,481    
Stock Compensation Expense         307,157    
Extinguishment of Accrued Liabilities         (184,689)    
Change in fair value of WDCO Share payable         683,941   176,353
Change in statutory rate             13,123
Return To Provision         (477,461)   (1,477,734)
State Tax - Net of Federal Benefit         (220,234)   (400,312)
State Minimum Tax - Net of Federal Benefit         2,504   1,229
Chang in Valuation Allowance - State         499,331   441,782
Chang in Valuation Allowance - Federal         937,175   1,752,730
Net adjustments - Federal             181,158
-Goodwill intangible DTA recognized as part of acquisition             1,536,366
Income tax benefit $ (153,035) $ 21,752 $ (563,736) $ 318,313 $ (569,736) $ 581,118 $ (259,381)
Effective Income Tax Reconciliation, Rate              
Statutory tax rate         21.00%   21.00%
Change in fair value of NRA liability         (0.03%)    
Change in fair value of warrant liability             (0.71%)
Meals         0.00%   0.05%
Entertainment         0.00%   0.00%
Chane in fair value of convertible note             (15.26%)
Nondeductible transaction costs         (1.57%)    
Change in fair value of Long-Term and Short-Term Investor Notes         (1.95%)   (47.31%)
Change in fair value of Secured Convertible Note         (0.62%)    
Change in fair value of Earnout Liability         (0.23%)   (3.55%)
Change in fair value of Subscription Agreement         (0.01%)   0.25%
Change in fair value of Stock Payable         0.17%   (0.89%)
Change in fair value of Tau Agreement             1.56%
Change in fair value of Tau commitment fee             (0.19%)
Change in fair value of WDCO sellers convertible note             (0.19%)
Loss on AtlasClear acquisition         (15.01%)    
Business combination expenses         (0.25%)    
Extinguishment of Accrued Liabilities         0.15%    
Change in fair value of WDCO Share payable         (0.57%)   3.21%
Change in statutory rate             0.24%
Return To Provision         0.40%   (26.91%)
State Tax - Net of Federal Benefit         0.18%   (7.29%)
State Minimum Tax - Net of Federal Benefit         0.00%   0.02%
Chang in Valuation Allowance - State         (0.41%)   8.05%
Chang in Valuation Allowance - Federal         (0.78%)   31.92%
Net adjustments - Federal             3.30%
-Goodwill intangible DTA recognized as part of acquisition             27.98%
Income tax benefit         0.47%   (4.72%)
v3.25.3
INCOME TAX - Deferred tax assets and liabilities (Details) - USD ($)
Jun. 30, 2025
Jun. 30, 2024
Deferred Tax Assets:    
Fixed Assets $ 3,881 $ 261
Business Combination Expenses 533,602 530,560
IRC Sec. 195 Start-Up Costs 896,917 956,768
Allowance for Bad Debt 102,733 3,820
Accrued Contingent Liability 25,611 25,465
Lease Liability (ASC 842) 46,799 84,602
IRC Sec. 1231 Losses 1,775 1,774
Net Operating Loss 3,612,862 1,361,541
Total Deferred Tax Asset 5,224,180 2,964,791
Deferred Tax Liabilities:    
Intangible Assets 3,312,054 5,167,729
ROU Lease Asset (ASC 842) 45,912 83,102
State Tax - Current 526 526
State Tax - Deferred 89,732 110,452
Total Deferred Tax Liability 3,448,224 5,361,809
Net Deferred Tax Asset/(Liability) before Valuation allowance 1,775,956 (2,397,018)
Valuation Allowance (5,043,381) (2,848,868)
Net Deferred Tax Asset/(Liability) $ (3,267,425) $ (5,245,886)
v3.25.3
INCOME TAX - Additional information (Details) - USD ($)
Jun. 30, 2025
Jun. 30, 2024
INCOME TAX    
Valuation Allowance $ 5,043,381 $ 2,848,868
Federal    
INCOME TAX    
Net operating loss carryovers 13,950,000  
State    
INCOME TAX    
Net operating loss carryovers $ 14,820,000  
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
FAIR VALUE MEASUREMENTS      
Trading securities $ 1,435 $ 5 $ 55
Level 1      
FAIR VALUE MEASUREMENTS      
Trading securities   5  
Level 3      
FAIR VALUE MEASUREMENTS      
Subscription agreement 691,321 2,489,945 2,425,647
Contingent Guarantee     3,256,863
Warrant liability - Private Warrants 184,594 123,062 307,656
Earnout liability $ 11,485,000 11,369,000 12,298,000
Convertible notes derivative   $ 103,185 $ 16,462,690
Derivative Liability, Statement of Financial Position [Extensible Enumeration]   Embedded Derivative, Fair Value of Embedded Derivative Liability, Current, Embedded Derivative, Fair Value of Embedded Derivative Liability, Noncurrent Embedded Derivative, Fair Value of Embedded Derivative Liability, Current, Embedded Derivative, Fair Value of Embedded Derivative Liability, Noncurrent
Merger financing derivative   $ 63,696  
Tau agreement   $ 539,787  
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of key inputs into the Monte Carlo model for the Subscription Agreement (Details)
Jun. 30, 2025
$ / shares
Jun. 30, 2024
$ / shares
Market price of public shares    
FAIR VALUE MEASUREMENTS    
Subscription agreement 0.19 62.4
Equity volatility    
FAIR VALUE MEASUREMENTS    
Subscription agreement 1.677 0.262
Risk-free rate    
FAIR VALUE MEASUREMENTS    
Subscription agreement 0.0421 0.0505
v3.25.3
FAIR VALUE MEASUREMENTS - Contingent Guarantee (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Feb. 09, 2024
Feb. 07, 2024
Jul. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2025
Jun. 30, 2023
FAIR VALUE MEASUREMENTS                  
Value of founder shares transferred to cover cash deficit $ 6,000,000 $ 4,000,000              
Contingent guarantee 3,256,863       $ 3,256,863 $ 3,256,863     $ 3,256,863
Value of founder shares transferred $ 4,000,000           $ 1,210,290    
Value of shares issued as payment towards contingent guarantee     $ 1,210,290            
Repayment obligation of contingent guarantee             2,886,347    
Change in fair value, contingent guarantee       $ 839,775 $ 3,256,863 $ 3,256,863 $ 839,775 $ 839,775  
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of Key Inputs into the Black-Scholes model for the Private Warrants (Details)
Sep. 30, 2025
$ / shares
Jun. 30, 2025
$ / shares
Jun. 30, 2024
$ / shares
Market price of public shares      
FAIR VALUE MEASUREMENTS      
Private warrants 0.51 0.19 62.4
Risk-free rate      
FAIR VALUE MEASUREMENTS      
Private warrants 0.0359 0.0367 0.0427
Dividend yield      
FAIR VALUE MEASUREMENTS      
Private warrants 0 0 0
Volatility      
FAIR VALUE MEASUREMENTS      
Private warrants 1.494 1.677 0.587
Exercise price      
FAIR VALUE MEASUREMENTS      
Private warrants 689.86 689.86 689.86
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of key inputs into the Monte Carlo model for the Earnout liability (Details)
Sep. 30, 2025
$ / shares
Jun. 30, 2025
$ / shares
Jun. 30, 2024
$ / shares
Market price of public shares      
FAIR VALUE MEASUREMENTS      
Earnout liability 0.51 0.19 62.4
Revenue volatility      
FAIR VALUE MEASUREMENTS      
Earnout liability 0.12 0.12 0.15
Discount factor for revenue      
FAIR VALUE MEASUREMENTS      
Earnout liability 0.0995 0.0931 0.0969
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of key inputs into the Black-Scholes model for the Conversion derivative (Details)
Sep. 30, 2025
$ / shares
Jun. 30, 2025
$ / shares
Jun. 30, 2025
Aug. 09, 2024
$ / shares
Jun. 30, 2024
$ / shares
Short Term Notes | Market price of public shares          
FAIR VALUE MEASUREMENTS          
Convertible derivative         62.4
Short Term Notes | Risk-free rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative         0.0549
Short Term Notes | Dividend yield          
FAIR VALUE MEASUREMENTS          
Convertible derivative         0
Short Term Notes | Volatility          
FAIR VALUE MEASUREMENTS          
Convertible derivative         146.43
Short Term Notes | Exercise price          
FAIR VALUE MEASUREMENTS          
Convertible derivative         0.99
Long-Term Notes | Market price of public shares          
FAIR VALUE MEASUREMENTS          
Convertible derivative   0.19     62.4
Long-Term Notes | Risk-free rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.0413   0.049
Long-Term Notes | Discount rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.1563    
Long-Term Notes | Probability of default          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.143    
Long-Term Notes | Recovery rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.289    
Long-Term Notes | Dividend yield          
FAIR VALUE MEASUREMENTS          
Convertible derivative         0
Long-Term Notes | Volatility          
FAIR VALUE MEASUREMENTS          
Convertible derivative   167.7 1.677   144.61
Long-Term Notes | Exercise price          
FAIR VALUE MEASUREMENTS          
Convertible derivative         0.99
Chardan Note | Market price of public shares          
FAIR VALUE MEASUREMENTS          
Convertible derivative   0.19     62.4
Chardan Note | Risk-free rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.0432   0.0452
Chardan Note | Discount rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.1243    
Chardan Note | Probability of default          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.059    
Chardan Note | Recovery rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.476    
Chardan Note | Dividend yield          
FAIR VALUE MEASUREMENTS          
Convertible derivative         0
Chardan Note | Volatility          
FAIR VALUE MEASUREMENTS          
Convertible derivative         1,666.81
Chardan Note | Exercise price          
FAIR VALUE MEASUREMENTS          
Convertible derivative         0.84
Secured Convertible Note | Market price of public shares          
FAIR VALUE MEASUREMENTS          
Convertible derivative 0.19 0.19      
Secured Convertible Note | Risk-free rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative 0.0363   0.0363    
Secured Convertible Note | Discount rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative 0.1202   0.1202    
Secured Convertible Note | Probability of default          
FAIR VALUE MEASUREMENTS          
Convertible derivative 0.44   0.44    
Secured Convertible Note | Recovery rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative 0.476   0.476    
Secured Convertible Note | Volatility          
FAIR VALUE MEASUREMENTS          
Convertible derivative 1.677   1.677    
Merger Financing | Market price of public shares          
FAIR VALUE MEASUREMENTS          
Convertible derivative   0.19   16.2  
Merger Financing | Risk-free rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.0413 0.0478  
Merger Financing | Discount rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.1563 0.1698  
Merger Financing | Probability of default          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.143 0.254  
Merger Financing | Recovery rate          
FAIR VALUE MEASUREMENTS          
Convertible derivative     0.289 0.289  
Merger Financing | Volatility          
FAIR VALUE MEASUREMENTS          
Convertible derivative     1.677 0.372  
v3.25.3
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)
3 Months Ended 12 Months Ended
Jun. 29, 2024
Feb. 09, 2024
Feb. 07, 2024
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2025
Oct. 23, 2024
Aug. 09, 2024
Jun. 30, 2024
Short-Term Debt [Line Items]                  
Derivative liability - convertible notes                 $ 16,462,690
Penalty interest rate 9.00%               13.00%
Marketing fees payable to underwriters   $ 7,043,750              
Conversion derivative                  
Short-Term Debt [Line Items]                  
Increase in fair value of derivative liability       $ (103,185) $ (14,320,179) $ (16,359,505)      
Short Term Notes                  
Short-Term Debt [Line Items]                  
Fair value of embedded derivative           0     $ 4,807,692
Aggregate principal amount     $ 5,000,000            
Maturity due     90 days            
Interest rate (in percent)     9.00%            
Interest payable in shares, as a percentage of trailing specified trading day VWAP (in percent)     90.00%            
Short Term Notes | Conversion derivative                  
Short-Term Debt [Line Items]                  
Increase in fair value of derivative liability $ 4,320,363                
Unamortized discount           487,929      
Increased fair value                 4,807,692
Short Term Notes | Wilson-Davis Sellers                  
Short-Term Debt [Line Items]                  
Maturity due   90 days              
Derivative liability   $ 487,329              
Long-Term Notes                  
Short-Term Debt [Line Items]                  
Fair value of embedded derivative           103,185     7,664,613
Aggregate principal amount     $ 7,971,000            
Maturity due     24 months            
Interest rate (in percent)     13.00%            
Long-Term Notes | Conversion derivative                  
Short-Term Debt [Line Items]                  
Increase in fair value of derivative liability 6,887,694                
Unamortized discount           776,919      
Derivative liability   776,919              
Increased fair value                 7,664,613
Chardan Note                  
Short-Term Debt [Line Items]                  
Fair value of embedded derivative           $ 0     3,990,385
Aggregate principal amount   4,150,000         $ 5,209,764    
Number of years up to which the converted amount is to be held for payment of interest           3 years      
Chardan Note | Conversion derivative                  
Short-Term Debt [Line Items]                  
Increase in fair value of derivative liability $ 3,585,901                
Unamortized discount                 404,483
Derivative liability   $ 404,483              
Increased fair value                 3,990,385
Chardan Note | Chardan Capital Market LLC                  
Short-Term Debt [Line Items]                  
Aggregate principal amount           $ 4,150,000      
Marketing fees payable to underwriters           $ 7,043,750      
Interest rate (in percent)           13.00%      
Interest payable in shares, as a percentage of trailing specified trading day VWAP (in percent)           85.00%      
Convertible notes                  
Short-Term Debt [Line Items]                  
Derivative liability - convertible notes                 $ 16,462,690
Aggregate principal amount           $ 103,185      
Secured Convertible Note                  
Short-Term Debt [Line Items]                  
Fair value of embedded derivative           0      
Merger Financing                  
Short-Term Debt [Line Items]                  
Fair value of embedded derivative           $ 63,696   $ 113,044  
v3.25.3
FAIR VALUE MEASUREMENTS - Tau Agreement (Details) - Tau Agreement
Sep. 30, 2025
USD ($)
Jun. 30, 2025
USD ($)
$ / shares
Sep. 30, 2024
USD ($)
Jul. 31, 2024
USD ($)
$ / shares
FAIR VALUE MEASUREMENTS        
Initial fair value, commitment amount     $ 391,017  
Subsequent fair value of commitment amount     966,153  
Initial fair value commitment fee     50,506  
Subsequent fair value of commitment fee     $ 124,796  
Tau Investment Partners LLC        
FAIR VALUE MEASUREMENTS        
Initial fair value, commitment amount $ 0 $ 539,448    
Subsequent fair value of commitment amount       $ 966,153
Initial fair value commitment fee   $ 337    
Subsequent fair value of commitment fee       $ 124,796
Tau Investment Partners LLC | Anticipated Monthly Advance Amounts        
FAIR VALUE MEASUREMENTS        
Commitment amount   40,000   40,000
Tau Investment Partners LLC | Market price of public shares        
FAIR VALUE MEASUREMENTS        
Commitment fee | $ / shares   0.19   16.2
Tau Investment Partners LLC | Risk-free rate        
FAIR VALUE MEASUREMENTS        
Commitment amount   0.0375   0.042
Commitment fee   0.0375   0.042
Tau Investment Partners LLC | Volatility        
FAIR VALUE MEASUREMENTS        
Commitment amount   1.677   0.403
Commitment fee   1.677   0.403
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of changes in the fair value (Details) - USD ($)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2025
Shares issuable pursuant to Subscription agreement      
Fair value asset      
Fair value $ 2,489,945 $ 2,425,647 $ 2,425,647
Change in valuation inputs or other assumptions     64,298
Fair value     2,489,945
Private Placement Warrants      
Fair value liability      
Fair value 123,062 307,656 307,656
Change in valuation inputs or other assumptions 61,531 (246,125) (184,594)
Fair value 184,593 61,531 123,062
Tau Agreement Liability      
Fair value liability      
Fair value 539,787    
Initial measurement   1,090,949 1,090,949
Fair value of advance requests     1,652,300
Transferred to equity   (303,000) (1,911,472)
Change in valuation inputs or other assumptions (334,549) 184,559 (291,990)
Fair value   972,508 539,787
Conversion Derivative      
Fair value liability      
Fair value 103,185 16,462,690 16,462,690
Change in valuation inputs or other assumptions (103,185) (14,320,179) (16,359,505)
Fair value   2,142,511 103,185
Earnout Liability      
Fair value liability      
Fair value 11,369,000 12,298,000 12,298,000
Change in valuation inputs or other assumptions 116,000 340,000 (929,000)
Fair value 11,485,000 12,638,000 11,369,000
Contingent Guarantee      
Fair value liability      
Fair value   3,256,863 3,256,863
Shares issued as partial payment   1,210,290 (1,210,290)
Change in valuation inputs or other assumptions   839,774 839,774
Exchanged to Merger financing note   2,886,347 (2,886,347)
Merger Financing Derivative      
Fair value liability      
Fair value 63,696
Initial measurement   113,044 113,044
Shares issued as partial payment (63,696)    
Change in valuation inputs or other assumptions   63,195 (49,348)
Fair value   176,239 63,696
Secured Convertible Derivative      
Fair value liability      
Fair value
Initial measurement     89,535
Change in valuation inputs or other assumptions   89,535 (89,535)
Fair value   $ 89,535
v3.25.3
FAIR VALUE MEASUREMENTS - Fair value Assets and Liabilities Transfer Amount (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
FAIR VALUE MEASUREMENTS        
Asset transfers from level 1 to level 2 $ 0 $ 0 $ 0 $ 0
Asset transfers from level 2 to level 1 0 0 0 0
Liability transfers from level 1 to level 2 0 0 0 0
Liability transfers from level 2 to level 1 0 0 0 0
Asset transfers into or out of level 3 0 0 0 0
Liability transfers into or out of level 3 $ 0 $ 0 $ 0 $ 0
v3.25.3
SEGMENT REPORTING (Details) - segment
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SEGMENT REPORTING    
Number of reportable segment 1 1
Number of operating segment   1
v3.25.3
SEGMENT REPORTING - Revenue and operating income (loss) (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
SEGMENT REPORTING              
Commissions $ 2,334,389 $ 1,383,828 $ 1,750,159   $ 2,679,673   $ 5,937,532
Vetting fees 371,700 365,383 340,050   499,125   1,459,321
Clearing fees 714,349 1,047,712 624,550   756,393   3,165,714
Net gain/(loss) on firm trading accounts (111) 1,711 6,390   10,046   6,580
Other revenue 830,263 5,448 9,650   56,246   287,465
TOTAL REVENUES 4,250,590 2,804,082 2,730,799   4,001,483   10,856,612
Loss from operations (877,238) (941,102) (398,919) $ (577,313) (14,268,826) $ (1,485,122) (4,917,281)
Total assets 73,634,759   57,466,554 $ 58,621,911 57,466,554 $ 58,621,911 60,892,833
Single reportable segment              
SEGMENT REPORTING              
Commissions 2,334,389 1,383,828     2,679,673   5,937,532
Vetting fees 371,700 365,383     499,125   1,459,321
Clearing fees 714,349 1,047,712     756,393   3,165,714
Net gain/(loss) on firm trading accounts (111) 1,711     10,046   6,580
Other revenue 830,263 5,448     56,246   287,465
TOTAL REVENUES 4,250,590 2,804,082     4,001,483   10,856,612
Loss from operations (877,238) (941,102)     (14,268,826)   (4,917,281)
Total assets $ 73,634,759 $ 55,994,817 $ 57,466,554   $ 57,466,554   $ 60,892,833
v3.25.3
SUBSEQUENT EVENTS (Details)
3 Months Ended 6 Months Ended
Oct. 08, 2025
USD ($)
Sep. 24, 2025
USD ($)
item
D
$ / shares
Sep. 23, 2025
USD ($)
Sep. 19, 2025
USD ($)
D
item
$ / shares
shares
Sep. 16, 2025
USD ($)
Aug. 04, 2025
USD ($)
$ / shares
Sep. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Sep. 12, 2025
USD ($)
SUBSEQUENT EVENTS                  
Gross purchase price             $ 4,700,000 $ 6,000,000  
Deposit             200,000    
Annual base salary, year one       $ 400,000          
Annual base salary, year two       450,000          
Annual base salary, year three       500,000          
Cash signing bonus       $ 300,000          
John Schaible and Craig Ridenhour                  
SUBSEQUENT EVENTS                  
Term of employment       3 years          
Renewal term       1 year          
Threshold period of written notice of non renewal       60 days          
Minimum qualified cumulative financing       $ 5,000,000          
Number of stock awards | item       5          
Threshold percentage of outstanding shares for determining stock award       1.00%          
Vesting period       3 years          
Threshold trading days over which volume weighted average stock price considered calculating stock trading price | D       10          
John Schaible and Craig Ridenhour | Payable immediately                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable       0.0033%          
John Schaible and Craig Ridenhour | Payable at the end of fourth quarter 2025                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable       0.0033%          
John Schaible and Craig Ridenhour | Payable at the end of the first quarter 2026                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable       0.0033%          
John Schaible and Craig Ridenhour | Granted on signing                  
SUBSEQUENT EVENTS                  
Stock grants | shares       700,000          
John Schaible and Craig Ridenhour | Granted on July 1, 2026                  
SUBSEQUENT EVENTS                  
Stock grants | shares       286,842          
John Schaible and Craig Ridenhour | Stock price milestone one                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       $ 0.75          
John Schaible and Craig Ridenhour | Stock price milestone two                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       1          
John Schaible and Craig Ridenhour | Stock price milestone three                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       1.24          
John Schaible and Craig Ridenhour | Stock price milestone four                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       1.49          
John Schaible and Craig Ridenhour | Stock price milestone five                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       $ 1.74          
Sandip Patel                  
SUBSEQUENT EVENTS                  
Term of employment   3 years              
Renewal term   1 year              
Threshold period of written notice of non renewal   60 days              
Annual base salary, year one   $ 350,000              
Annual base salary, year two   400,000              
Annual base salary, year three   450,000              
Cash signing bonus   250,000              
Minimum qualified cumulative financing   $ 5,000,000              
Number of stock awards | item   5              
Threshold percentage of outstanding shares for determining stock award   0.50%              
Vesting period   3 years              
Threshold trading days over which volume weighted average stock price considered calculating stock trading price | D   10              
Sandip Patel | Payable immediately                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable   0.0033%              
Sandip Patel | Payable at the end of fourth quarter 2025                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable   0.0033%              
Sandip Patel | Payable at the end of the first quarter 2026                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable   0.0033%              
Sandip Patel | Stock price milestone one                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   $ 0.75              
Sandip Patel | Stock price milestone two                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   1              
Sandip Patel | Stock price milestone three                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   1.24              
Sandip Patel | Stock price milestone four                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   1.49              
Sandip Patel | Stock price milestone five                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   $ 1.74              
Series A convertible debentures                  
SUBSEQUENT EVENTS                  
Aggregate principal amount           $ 500,000 362,067    
Gross purchase price           $ 490,000      
Interest rate (in percent)           10.00%      
Conversion price (in dollars per share) | $ / shares           $ 0.15      
Percentage of proceeds raised in excess of threshold amount           100.00%      
Threshold amount           $ 10,000,000      
Threshold period to file registration statement           60 days      
Convertible promissory notes                  
SUBSEQUENT EVENTS                  
Aggregate principal amount     $ 6,000,000       6,000,000    
Purchase price of notes     $ 5,000,000            
Debt discount percentage     20.00%            
Qualified Financing, threshold gross proceeds         $ 10,000,000   $ 10,000,000    
Subsequent Event                  
SUBSEQUENT EVENTS                  
Aggregate principal amount $ 10,097,782                
Deposit                 $ 100,000
Annual base salary, year one   $ 400,000              
Annual base salary, year two   450,000              
Annual base salary, year three   500,000              
Cash signing bonus   $ 300,000              
Subsequent Event | John Schaible and Craig Ridenhour                  
SUBSEQUENT EVENTS                  
Term of employment       3 years          
Renewal term       1 year          
Threshold period of written notice of non renewal       60 days          
Annual base salary, year one       $ 400,000          
Annual base salary, year two       450,000          
Annual base salary, year three       500,000          
Cash signing bonus       300,000          
Minimum qualified cumulative financing       $ 5,000,000          
Number of stock awards | item       5          
Threshold percentage of outstanding shares for determining stock award       1.00%          
Vesting period       3 years          
Threshold trading days over which volume weighted average stock price considered calculating stock trading price | D       10          
Subsequent Event | John Schaible and Craig Ridenhour | Payable immediately                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable       0.33%          
Subsequent Event | John Schaible and Craig Ridenhour | Payable at the end of fourth quarter 2025                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable       0.33%          
Subsequent Event | John Schaible and Craig Ridenhour | Payable at the end of the first quarter 2026                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable       0.33%          
Subsequent Event | John Schaible and Craig Ridenhour | Granted on signing                  
SUBSEQUENT EVENTS                  
Stock grants | shares       700,000          
Subsequent Event | John Schaible and Craig Ridenhour | Granted on July 1, 2026                  
SUBSEQUENT EVENTS                  
Stock grants | shares       286,842          
Subsequent Event | John Schaible and Craig Ridenhour | Stock price milestone one                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       $ 0.75          
Subsequent Event | John Schaible and Craig Ridenhour | Stock price milestone two                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       1          
Subsequent Event | John Schaible and Craig Ridenhour | Stock price milestone three                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       1.24          
Subsequent Event | John Schaible and Craig Ridenhour | Stock price milestone four                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       1.49          
Subsequent Event | John Schaible and Craig Ridenhour | Stock price milestone five                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares       $ 1.74          
Subsequent Event | Sandip Patel                  
SUBSEQUENT EVENTS                  
Term of employment   3 years              
Renewal term   1 year              
Threshold period of written notice of non renewal   60 days              
Annual base salary, year one   $ 350,000              
Annual base salary, year two   400,000              
Annual base salary, year three   450,000              
Cash signing bonus   250,000              
Minimum qualified cumulative financing   $ 5,000,000              
Number of stock awards | item   5              
Threshold percentage of outstanding shares for determining stock award   0.50%              
Vesting period   3 years              
Threshold trading days over which volume weighted average stock price considered calculating stock trading price | D   10              
Subsequent Event | Sandip Patel | Payable immediately                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable   0.33%              
Subsequent Event | Sandip Patel | Payable at the end of fourth quarter 2025                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable   0.33%              
Subsequent Event | Sandip Patel | Payable at the end of the first quarter 2026                  
SUBSEQUENT EVENTS                  
Percentage of bonus payable   0.33%              
Subsequent Event | Sandip Patel | Stock price milestone one                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   $ 0.75              
Subsequent Event | Sandip Patel | Stock price milestone two                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   1              
Subsequent Event | Sandip Patel | Stock price milestone three                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   1.24              
Subsequent Event | Sandip Patel | Stock price milestone four                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   1.49              
Subsequent Event | Sandip Patel | Stock price milestone five                  
SUBSEQUENT EVENTS                  
Weighted average price | $ / shares   $ 1.74              
Subsequent Event | Series A convertible debentures                  
SUBSEQUENT EVENTS                  
Aggregate principal amount           $ 500,000      
Gross purchase price           $ 490,000      
Interest rate (in percent)           10.00%      
Conversion price (in dollars per share) | $ / shares           $ 0.15      
Percentage of proceeds raised in excess of threshold amount           100.00%      
Threshold amount           $ 10,000,000      
Threshold period to file registration statement           60 days      
Subsequent Event | Convertible promissory notes                  
SUBSEQUENT EVENTS                  
Aggregate principal amount     $ 6,000,000 $ 6,000,000 6,000,000        
Interest rate (in percent) 11.00%                
Purchase price of notes $ 10,000,000   $ 5,000,000 $ 5,000,000 $ 5,000,000        
Debt discount percentage     20.00% 20.00% 20.00%        
Qualified Financing, threshold gross proceeds         $ 10,000,000        
v3.25.3
SUBSEQUENT EVENTS - Issuances of Common Stock (Details)
1 Months Ended 3 Months Ended 12 Months Ended
Oct. 13, 2025
USD ($)
shares
Oct. 01, 2025
USD ($)
$ / shares
shares
Sep. 16, 2025
USD ($)
$ / shares
shares
Aug. 11, 2025
USD ($)
shares
Jul. 17, 2025
USD ($)
$ / shares
shares
Jul. 01, 2025
USD ($)
$ / shares
shares
Jul. 31, 2024
USD ($)
Sep. 30, 2025
USD ($)
D
$ / shares
shares
Sep. 19, 2025
USD ($)
D
$ / shares
shares
Sep. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
Sep. 15, 2025
$ / shares
Feb. 09, 2024
$ / shares
SUBSEQUENT EVENTS                          
Common stock issued to for consulting services (in shares) | shares       200,000                  
Sale price per share (in dollars per share) | $ / shares                         $ 60
Common stock issued to for consulting services       $ 40,000           $ 2,578 $ 44,341    
Funicular Note                          
SUBSEQUENT EVENTS                          
Common Stock issued during period (in shares) | shares               63,944,332          
Principal amount               $ 9,324,489          
Interest amount               $ 267,161          
Conversion price (in dollars per share) | $ / shares               $ 0.15          
Chardan Note                          
SUBSEQUENT EVENTS                          
Common Stock issued during period (in shares) | shares               4,845,072          
Principal amount             $ 400,000 $ 959,764          
Interest amount                   $ 212,803 $ 212,803    
Conversion rate as a percentage of specified trading days volume weighted average share price               90.00%          
Threshold trading days | D               7          
Chardan Note | Minimum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares               $ 0.16          
Chardan Note | Maximum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares               $ 0.18          
Jones Trading Note                          
SUBSEQUENT EVENTS                          
Sale price per share (in dollars per share) | $ / shares                         $ 120
Common Stock issued during period (in shares) | shares     585,229                    
Principal amount     $ 375,000                    
Interest amount     $ 63,922                    
Conversion price (in dollars per share) | $ / shares     $ 0.75                 $ 2  
Jones Trading Note | Minimum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares     $ 0.75                    
Sandip I. Patel, P.A.                          
SUBSEQUENT EVENTS                          
Common stock issued to for consulting services (in shares) | shares         800,000                
Sale price per share (in dollars per share) | $ / shares         $ 0.21                
Common stock issued to for consulting services         $ 169,920                
Wilson-Davis Sellers                          
SUBSEQUENT EVENTS                          
Common Stock issued during period (in shares) | shares               15,922,008          
Principal amount               $ 2,565,931          
Interest amount               $ 113,791          
Conversion rate as a percentage of specified trading days volume weighted average share price               90.00%          
Threshold trading days | D               7          
Wilson-Davis Sellers | Minimum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares               $ 0.16          
Wilson-Davis Sellers | Maximum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares               $ 0.18          
Subsequent Event                          
SUBSEQUENT EVENTS                          
Common stock issued to for consulting services (in shares) | shares 325,000 356,901   200,000   356,901              
Sale price per share (in dollars per share) | $ / shares   $ 0.162       $ 0.162              
Common stock issued to for consulting services $ 132,372     $ 40,000                  
Interest amount   $ 57,821       $ 57,821              
Subsequent Event | Funicular Note                          
SUBSEQUENT EVENTS                          
Common Stock issued during period (in shares) | shares                 63,944,332        
Principal amount                 $ 9,324,489        
Interest amount                 $ 267,161        
Conversion price (in dollars per share) | $ / shares                 $ 0.15        
Subsequent Event | Chardan Note                          
SUBSEQUENT EVENTS                          
Common Stock issued during period (in shares) | shares                 4,845,072        
Principal amount                 $ 959,764        
Conversion rate as a percentage of specified trading days volume weighted average share price                 90.00%        
Threshold trading days | D                 7        
Subsequent Event | Chardan Note | Minimum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares                 $ 0.16        
Subsequent Event | Chardan Note | Maximum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares                 $ 0.18        
Subsequent Event | Jones Trading Note                          
SUBSEQUENT EVENTS                          
Common Stock issued during period (in shares) | shares     585,229                    
Principal amount     $ 375,000                    
Interest amount     $ 63,922                    
Conversion price (in dollars per share) | $ / shares     $ 0.75                    
Subsequent Event | Jones Trading Note | Minimum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares     $ 0.75                 $ 2  
Subsequent Event | Sandip I. Patel, P.A.                          
SUBSEQUENT EVENTS                          
Common stock issued to for consulting services (in shares) | shares         800,000                
Sale price per share (in dollars per share) | $ / shares         $ 0.21                
Common stock issued to for consulting services         $ 169,920                
Subsequent Event | Wilson-Davis Sellers                          
SUBSEQUENT EVENTS                          
Common Stock issued during period (in shares) | shares                 15,922,008        
Principal amount                 $ 2,565,931        
Interest amount                 $ 113,791        
Conversion rate as a percentage of specified trading days volume weighted average share price                 90.00%        
Threshold trading days | D                 7        
Subsequent Event | Wilson-Davis Sellers | Minimum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares                 $ 0.16        
Subsequent Event | Wilson-Davis Sellers | Maximum                          
SUBSEQUENT EVENTS                          
Conversion price (in dollars per share) | $ / shares                 $ 0.18        
v3.25.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
ASSETS      
Cash and cash equivalents $ 2,692,063 $ 7,533,690 $ 6,558,176
Cash segregated - customers 29,291,802 21,874,954 20,548,972
Cash segregated - PAB 200,563 200,575 200,738
Receivables - broker-dealers and clearing organizations 13,649,538 4,179,625 1,333,306
Receivables - customers, net, net of allowance for credit losses of $401,128 and $401,128 as of September 30, 2025 and June 30, 2025, respectively 980,988 320,815 823,784
Other receivables 47,155 251,099 64,842
Prepaids 342,649 573,175 67,967
Trading securities, market value, net 1,435 5 55
Total Current Assets 47,206,193 34,933,938 29,597,840
Operating lease right to use lease asset 152,146 179,267 326,336
Customer list, net 12,624,914 12,932,106 14,150,856
Goodwill 6,142,525 6,142,525 7,706,725
Pacsquare asset purchase 1,736,501 1,785,104 1,726,500
Cash deposits - broker-dealers and clearing organizations 5,015,000 4,265,000 3,515,000
Bank acquisition deposit 128,645 63,645 91,200
Other assets 628,835 591,248 336,017
Property and equipment, net     16,080
TOTAL ASSETS 73,634,759 60,892,833 57,466,554
LIABILITIES AND STOCKHOLDERS' DEFICIT      
Payables to customers 31,312,809 23,935,348 20,162,973
Accounts and payables to officers/directors 352,536 199,088 686,579
Accounts payable and accrued expenses 5,329,871 6,194,311 5,393,912
Payables - broker-dealers and clearing organizations 1,735,543 497,660 4,915
Commissions, payroll and payroll taxes 386,589 395,214 273,386
Current portion of lease liability 114,271 111,983 149,499
Promissory notes 691,240 1,207,797 852,968
Current portion of long-term merger financing, net   980,106  
Merger financing payable   1,618,575  
Tau agreement liability   539,787  
Debenture 206,610    
Convertible Notes, net 4,458,025   3,783,437
Convertible notes derivative     16,462,690
Subscription agreement 691,321 2,489,945 2,425,647
Excise tax payable 2,673,056 2,611,618 2,067,572
Secured convertible note, net     6,857,101
Short-term merger financing, net     5,092,083
Contingent guarantee     3,256,863
Total Current Liabilities 49,631,940 41,003,400 51,321,915
Accrued contingent liability 100,000 100,000 100,000
Secured convertible note, net 100,546 8,909,070  
Long-term convertible note Chardan, net   718,866  
Derivative liability - Warrants 184,593 123,062 307,656
Earnout - liability 11,485,000 11,369,000 12,298,000
Deferred income tax liability 3,205,151 3,366,137 5,245,886
Subordinated borrowings 1,930,000 1,930,000 1,950,000
Trading account deposit 100,000 100,000 100,000
Long-term lease liability 41,346 70,746 182,729
Long-term merger financing, net     7,606,561
TOTAL LIABILITIES 66,778,576 67,690,281 95,575,437
Commitments and Contingencies (Note 9)
STOCKHOLDERS' DEFICIT      
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 500,000,000 shares authorized; 126,819,145 and 40,165,602 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively 12,681 4,016 21
Additional paid-in-capital 149,848,705 135,763,445 110,165,209
Stock subscription receivable (41,089) (41,089)  
Accumulated Deficit (142,964,114) (142,523,820) (148,274,113)
TOTAL STOCKHOLDERS' DEFICIT 6,856,183 (6,797,448) (38,108,883)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 73,634,759 60,892,833 57,466,554
Merger financing      
LIABILITIES AND STOCKHOLDERS' DEFICIT      
Derivative liability   63,696  
Chardan Note      
LIABILITIES AND STOCKHOLDERS' DEFICIT      
Convertible Notes, net   3,282,518  
Long-term convertible note Chardan, net 0 718,866  
Debenture      
LIABILITIES AND STOCKHOLDERS' DEFICIT      
Derivative liability 1,189,955    
Derivative      
LIABILITIES AND STOCKHOLDERS' DEFICIT      
Convertible notes derivative 435,027 103,185  
Nonrelated Party      
LIABILITIES AND STOCKHOLDERS' DEFICIT      
Stock payable     259,893
Related Party      
LIABILITIES AND STOCKHOLDERS' DEFICIT      
Stock payable $ 55,087 $ 55,087 $ 55,087
v3.25.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Jun. 29, 2024
Jun. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS            
Allowance for credit losses $ 401,128 $ 401,128   $ 401,128    
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Preferred stock, shares authorized 25,000,000 25,000,000 25,000,000 25,000,000    
Preferred stock, shares issued 0 0   0    
Preferred stock, shares outstanding 0 0   0    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000 500,000,000 500,000,000    
Common stock, shares issued 126,819,145 40,165,603   207,585 12,455,157  
Common stock, shares outstanding 126,819,145 40,165,603   207,585 12,455,157  
v3.25.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Jun. 30, 2025
REVENUES                
Commissions $ 2,334,389 $ 1,383,828 $ 1,750,159   $ 2,679,673     $ 5,937,532
Vetting fees 371,700 365,383 340,050   499,125     1,459,321
Clearing fees 714,349 1,047,712 624,550   756,393     3,165,714
Net gain/(loss) on firm trading accounts (111) 1,711 6,390   10,046     6,580
Other revenue 830,263 5,448 9,650   56,246     287,465
TOTAL REVENUES 4,250,590 2,804,082 2,730,799   4,001,483     10,856,612
EXPENSES                
Compensation, payroll taxes and benefits 3,123,630 1,279,304 1,355,058   2,386,837     6,150,257
Data processing and clearing costs 584,250 611,646 843,824   1,299,527     2,104,107
Regulatory, professional fees and related expenses 250,573 1,095,819 112,216   11,649,470     4,137,631
Stock compensation expense 155,411              
Communications 218,869 152,754 172,018   254,608     650,560
Occupancy and equipment 36,751 54,004 54,765   76,324     211,347
Transfer fees 48,160 51,590 54,807   75,425     210,423
Bank charges 58,718 55,901 52,077   88,253     223,938
Bad debt 40 639     2,474     398,826
Intangible assets amortization 355,795 307,191 337,911   791,375     1,362,446
Other 295,631 136,975 147,042   185,840     324,358
Stock compensation - founder share transfer         1,462,650      
TOTAL EXPENSES 5,127,828 3,745,184 3,129,718 $ 577,313 18,270,309 $ 1,485,122   15,773,893
LOSS FROM OPERATIONS (877,238) (941,102) (398,919) (577,313) (14,268,826) (1,485,122)   (4,917,281)
OTHER INCOME/(EXPENSE)                
Interest income 486,357 606,758 587,637 8,458 1,195,081 8,458   1,996,399
Change in fair value of warrant liability derivative (61,531) 246,125 307,656 (184,594)   (123,062)   184,594
Change in fair value, convertible note derivative (52,873) 3,167,309 (992,152)   (3,585,902)     3,990,385
Change in fair value of long-term and short-term note derivative 103,185 11,152,870 (3,101,057)   (11,208,055)     12,369,120
Change in fair value of contingent guarantee   (839,775) (3,256,863)   (3,256,863)   $ (839,775) (839,775)
Change in fair value of secured convertible note   (89,535)     (753,039)      
Change in fair value of merger financing 63,696 (63,195)            
Change in fair value of earnout liability (116,000) (340,000) (1,115,000)   (1,335,000)     929,000
Change in fair value of subscription agreement 1,798,624 (34,841) (4,413,946)   (38,796)     (64,298)
Change in fair value of debenture derivative (837,888)              
Change in fair value, stock payable   196,151     985,072     232,793
Change in fair value, Tau agreement 334,549 (833,984)           (357,435)
Interest expense (1,434,210) (1,456,996) (3,210,786)   (3,732,178)     (8,081,938)
Net gain on settlement       829,853 146,706 829,853    
Loss on AtlasClear asset acquisition     (17,845,813)   (86,392,769)      
Change in fair value, non-redemption agreement         (164,626)      
Change in fair value, WDCO sellers convertible notes               49,348
Extinguishment of accrued expenses     114,199   879,473      
TOTAL OTHER INCOME/(EXPENSE) 283,909 11,710,887 (31,794,347) 1,381,185 (106,507,857) 2,744,170   10,408,193
NET INCOME/(LOSS) BEFORE INCOME TAXES (593,329) 10,769,785 (32,193,266) 803,872 (120,776,683) 1,259,048   5,490,912
Income tax (expense) benefit (153,035) 21,752 (563,736) 318,313 (569,736) 581,118   (259,381)
NET INCOME/(LOSS) $ (440,294) $ 10,748,033 $ (31,629,530) $ 485,559 $ (120,206,947) $ 677,930   $ 5,750,293
Basic weighted average common stock outstanding (in shares) 59,947,249 256,405            
Diluted weighted average shares outstanding, common stock (in shares) 59,947,249 1,892,470            
Basic net income (loss) per share, common stock (in dollars per share) $ (0.01) $ 41.92            
Diluted net loss per share, common stock (in dollars per share) $ (0.01) $ (1.9)            
Redeemable Common Stock                
OTHER INCOME/(EXPENSE)                
Basic weighted average common stock outstanding (in shares)         18,500      
Diluted weighted average shares outstanding, common stock (in shares)         18,500      
Basic net income (loss) per share, common stock (in dollars per share)         $ (609.72)      
Diluted net loss per share, common stock (in dollars per share)         $ (609.72)      
Non-redeemable Common Stock                
OTHER INCOME/(EXPENSE)                
Basic weighted average common stock outstanding (in shares)         178,651     5,987,645
Diluted weighted average shares outstanding, common stock (in shares)         178,651     5,987,645
Basic net income (loss) per share, common stock (in dollars per share)         $ (696.05)     $ 0.96
v3.25.3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)
Common Stock
Pacsquare
Common Stock
Convertible notes
Common Stock
Short-term Merger Financing
Common Stock
Merger financing
Common Stock
Secured convertible notes
Common Stock
Promissory Notes
Common Stock
Chardan Note
Common Stock
Additional Paid-in Capital
Pacsquare
Additional Paid-in Capital
Short-term Merger Financing
Additional Paid-in Capital
Merger financing
Additional Paid-in Capital
Secured convertible notes
Additional Paid-in Capital
Promissory Notes
Additional Paid-in Capital
Chardan Note
Additional Paid-in Capital
Subscription Receivable
Accumulated Deficit
Pacsquare
Short-term Merger Financing
Merger financing
Secured convertible notes
Promissory Notes
Chardan Note
Total
Beginning balance at Dec. 31, 2023               $ 8                 $ (11,512,884)             $ (11,512,876)
Beginning balance (in shares) at Dec. 31, 2023               83,854                                
Shares issued as purchase consideration for the assets $ 1               $ 1,141,499                 $ 1,141,500            
Shares issued as purchase consideration for the assets (in shares) 5,600                                              
Vested portion of stock based compensation                             $ 1,462,650                 1,462,650
Founder Shares transferred at closing to non-redemption agreement holders                             1,606,279                 1,606,279
Founder Shares transferred at closing as consideration for Wilson Davis Acquisition                             6,000,000                 6,000,000
Founder Shares and warrants transferred to Secured convertible note holders                             1,250,698                 1,250,698
Shares issued to settle related party advances and promissory notes               $ 3             19,999,800   (15,422,234)             4,577,569
Shares issued to settle related party advances and promissory notes (in shares)               33,333                                
Common stock no longer subject to redemption                             1,195,566                 1,195,566
Common stock no longer subject to redemption (in shares)               1,825                                
Accretion of Common Stock subject to Possible Redemption                                 592,577             592,577
Excise taxes related to redemptions                                 (539,471)             (539,471)
Shares issued to settled vendor obligations               $ 1             1,459,975                 1,459,976
Shares issued to settled vendor obligations (in shares)               5,886                                
Shares issued as deposit for purchase of the Commercial Bank acquisition                             91,200                 91,200
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares)               667                                
Shares issued as settlement of accrued interest               $ 1             210,549                 210,550
Shares issued as settlement of accrued interest (in shares)               2,420                                
Net (loss) income                                 (120,206,947)             (120,206,947)
Ending balance at Jun. 30, 2024               $ 21             110,165,209   (148,274,113)             $ (38,108,883)
Ending balance (in shares) at Jun. 30, 2024               207,585                               207,585
Common stock issued to for consulting services                             2,578                 $ 2,578
Common stock issued to for consulting services (in shares)               200                                
Shares issued as purchase consideration for the assets $ 1               122,299                 122,300            
Shares issued as purchase consideration for the assets (in shares) 8,333                                              
Shares issued as conversion in principle on convertible notes     $ 3       $ 3     $ 367,423       $ 324,997         $ 367,426       $ 325,000  
Shares issued as conversion in principle on convertible notes (in shares)     31,035       29,485                               29,485  
Shares transferred by related parties as settlement for Company obligations under various financial instruments                             2,412,930                 2,412,930
Shares issued to related party as settlement in related party payable.               $ 5             803,855                 803,860
Shares issued to related party as settlement in related party payable. (in shares)               46,471                                
Shares issued to as additional consideration for delayed payment on merger financing notes                             16,340                 16,340
Shares issued to as additional consideration for delayed payment on merger financing notes (in shares)               1,267                                
Shares issued under Tau agreement settled               $ 2             302,998 $ (154,619)               $ 148,381
Shares issued under Tau agreement settled (in shares)               24,092                                
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8)               $ 2             (2)                  
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8) (in shares)               22,292                                
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares)                                               1,234,990
Net (loss) income                                 10,748,033             $ 10,748,033
Ending balance at Sep. 30, 2024               $ 37             114,518,627 (154,619) (137,526,080)             (23,162,035)
Ending balance (in shares) at Sep. 30, 2024               370,760                                
Beginning balance at Jun. 30, 2024               $ 21             110,165,209   (148,274,113)             $ (38,108,883)
Beginning balance (in shares) at Jun. 30, 2024               207,585                               207,585
Common stock issued to for consulting services               $ 20             44,321                 $ 44,341
Common stock issued to for consulting services (in shares)               203,625                                
Shares issued as conversion in principle on convertible notes       $ 3,493 $ 26     $ 273     $ 14,992,557 $ 509,523     4,574,727         $ 14,996,050 $ 509,549     4,575,000
Shares issued as conversion in principle on convertible notes (in shares)       34,931,855 258,678     2,736,391                                
Shares transferred by related parties as settlement for Company obligations under various financial instruments                 $ 2,412,930                 $ 2,412,930            
Shares issued to related party as settlement in related party payable.               $ 5             803,855                 803,860
Shares issued to related party as settlement in related party payable. (in shares)               46,471                                
Shares issued to as additional consideration for delayed payment on merger financing notes                             16,340                 16,340
Shares issued to as additional consideration for delayed payment on merger financing notes (in shares)               1,267                                
Shares issued under Tau agreement settled               $ 156             1,911,314 (41,089)               1,870,381
Shares issued under Tau agreement settled (in shares)               1,566,885                                
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8)               $ 5             (5)                  
Shares issued for shares transferred by related party as repayment of shares transferred to cover Company obligations as noted above net of contributed capital for debt assumed (see Note 8) (in shares)               49,574                                
Shares issued to settled vendor obligations               $ 1             66,503                 66,504
Shares issued to settled vendor obligations (in shares)               11,085                                
Shares issued under stock promotion agreement               $ 10             19,040                 19,050
Shares issued under stock promotion agreement (in shares)               100,000                                
Shares issued as deposit for purchase of the Commercial Bank acquisition               $ 4             43,641                 $ 43,645
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares)               36,070                               1,234,990
Rounding up for fractional shares in reverse stock split               86                                
Net (loss) income                                 5,750,293             $ 5,750,293
Ending balance at Jun. 30, 2025               $ 4,016             135,763,445 (41,089) (142,523,820)             $ (6,797,448)
Ending balance (in shares) at Jun. 30, 2025               40,165,603                               40,165,603
Shares issued as conversion in principle on convertible notes       $ 1,592 $ 6,394 $ 58 $ 485       $ 2,678,845 $ 9,585,256 $ 438,864 $ 959,279           $ 2,680,437 $ 9,591,650 $ 438,922 $ 959,764  
Shares issued as conversion in principle on convertible notes (in shares)   4,845,072   15,922,008 63,944,332 585,229                                    
Shares issued under Software as a Service License Agreement               $ 36             57,785                 $ 57,821
Shares issued under Software as a Service License Agreement (In shares)               356,901                                
Shares issued for consulting services provided by director.               $ 80             169,840                 169,920
Shares issued for consulting services provided by director. (In shares)               800,000                                
Shares issued under Tau agreement settled (in shares)                                             4,845,072  
Vested portion of stock based compensation                             155,411                 155,411
Shares issued to settled vendor obligations               $ 20             39,980                 40,000
Shares issued to settled vendor obligations (in shares)               200,000                                
Shares issued for consulting services               $ 80             169,840                 169,920
Shares issued for consulting services provided by director. (In shares)               800,000                                
Net (loss) income                                 (440,294)             (440,294)
Ending balance at Sep. 30, 2025               $ 12,681             $ 149,848,705 $ (41,089) $ (142,964,114)             $ 6,856,183
Ending balance (in shares) at Sep. 30, 2025               126,819,145                               126,819,145
v3.25.3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)
3 Months Ended
Sep. 30, 2025
USD ($)
Merger financing  
Conversion amount $ 2,680,437
Secured convertible notes  
Conversion amount 9,591,650
Promissory Notes  
Principal amount 438,922
Chardan Note  
Conversion amount 959,764
Principal amount $ 959,764
v3.25.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
3 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Cash Flows from Operating Activities:    
Net income (loss) $ (440,294) $ 10,748,033
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Change in fair value of warrant liability derivative 61,531 (246,125)
Change in fair value of convertible note derivative 52,873 (3,167,309)
Change in fair value of long-term and short-term note derivative (103,185) (11,152,870)
Change in fair value of contingent guarantee   839,775
Change in fair value of debenture derivative 837,888  
Change in fair value of secured convertible note   89,535
Change in fair value of merger financing (63,696) 63,195
Change in fair value of earnout liability 116,000 340,000
Change in fair value of subscription agreement (1,798,624) 34,841
Change in fair value of stock payable   (196,151)
Change in fair value of Tau agreement (334,549) 833,984
Late fee paid in shares to sellers   16,340
Non-cash interest in expense on financial instruments 1,342,569 1,403,503
Realized gain on Tau agreement   30,562
Other non-cash (gain) loss 61,438  
Consulting expense paid with stock 267,741  
Stock based compensation 155,411 2,578
Bank acquisition deposit write off   91,200
Depreciation expense   4,569
Amortization of intangibles 355,795 307,191
Allowance for bad debt 40 639
Net lease payments 9 (249)
Changes in operating assets and liabilities:    
Cash deposits with clearing organization & other B/Ds (750,000)  
Receivables from brokers & dealers (9,469,913) (583,869)
Receivables from customers (660,213) 652,455
Receivables from others (1,294) (57,235)
Advances & prepaid expenses 230,526 23,692
Other assets (37,587)  
Payables to customers 7,377,461 (153,100)
Payables to officers & directors 153,448 42,357
Payable to brokers & dealers 1,237,883 15,323
Accounts payable and accrued expenses (920,453) 223,401
Commissions and payroll taxes payable (8,625) (51,617)
Deferred taxes (160,986) 20,959
Trading deposits (1,430)  
Net cash provided by (used for) operating activities (2,500,236) 175,607
Cash Flows from Investing Activities    
Cash paid for purchase of Pacsquare (65,000) (65,000)
Net cash used for investing activities (65,000) (65,000)
Cash Flows from Financing Activities    
Proceeds from Tau agreement   148,383
Proceeds from Convertible Notes, net of transaction cost 4,700,000  
Proceeds from debenture, net of transaction cost 490,000  
Proceeds from third party advances 200,000  
Repayment of promissory notes (249,555)  
Net cash provided by financing activities 5,140,445 148,383
Net Change in Cash 2,575,209 258,990
Cash at beginning of period 29,609,219 27,307,886
Cash at end of period 32,184,428 27,566,876
Supplementary cash flow information:    
Cash paid for interest 33,725 24,375
Supplemental cash flow information non-cash investing and financing activities:    
Decrease in goodwill due to change in deferred tax liability   1,562,200
Initial shares issued under Tau agreement   441,524
Value of shares transferred by related parties to settle obligations   2,412,930
Shares issued to related party for settlement of accounts payable   803,860
Receivable from shares advanced under Tau agreement 205,238 154,619
Original issued discount included in convertible note 1,000,000  
Initial value of derivative   113,044
Secured convertible notes    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion 9,591,650  
Promissory Notes    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion 438,922  
Short-term Merger Financing    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion 1,014,055  
Merger financing    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion 1,666,382  
Initial value of derivative   113,044
Sellers Notes    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion   367,426
Chardan Note    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion 959,764 325,000
Convertible note derivative    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion 352,067  
Debenture derivative    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued for conversion $ 382,154  
Pacsquare    
Supplemental cash flow information non-cash investing and financing activities:    
Shares issued to purchase amounts included in accounts payable   $ 137,300
v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS    
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

AtlasClear Holdings, Inc. (formerly known as Calculator New Pubco, Inc.) (the “Company” or “AtlasClear Holdings”) is a Delaware corporation and, prior to the Business Combination (defined below), was a direct, wholly-owned subsidiary of Quantum FinTech Acquisition Corporation (“Quantum”). Quantum was incorporated in Delaware on October 1, 2020. Quantum was a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certain Business Combination Agreement dated November 16, 2022 (as amended, the “Business Combination Agreement”), among the Company, Quantum, Atlas FinTech Holdings Corp. (“Atlas FinTech”) and certain other parties. The transactions consummated as a result of the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings, Inc.” As a result, the operation history of Quantum survived the merger. Pursuant to the Business Combination Agreement, AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and completed the acquisition of broker-dealer Wilson-Davis & Co., Inc. (“Wilson-Davis”).

On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear purchased a proprietary trading platform with clearing and settlement capabilities that will be developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”).

AtlasClear Holdings’ goal is to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking, with evolving and innovative financial products that focus on financial services firms. AtlasClear Holdings is a fintech driven business-to-business platform that expects to power innovation in fintech, investing, and trading.

Wilson-Davis is a securities broker and dealer, dealing in over-the-counter and listed securities. Wilson-Davis is registered with the Securities and Exchange Commission (the “SEC”) and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Revenue is derived principally from Wilson-Davis’ operations in three areas: commission revenue, fee revenue and interest revenue.

Wilson-Davis has operations in Utah, Arizona, California, Colorado, Florida, New York, Oklahoma and Texas. Transactions for customers are principally in the states where the Company operates, however, some customers are located in other states in which the Company is registered. Principal trading activities are conducted with other broker dealers throughout the United States.

Reverse Stock Split and Authorized Share Increase

On December 31, 2024, the Company effected a 1-for-60 reverse stock split of its common stock. As a result of the reverse stock split, every 60 shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, with any fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value of the common stock; however, the Company increased the number of authorized shares of its capital stock to 525,000,000 shares, consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and 25,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).

The reverse stock split has been applied retroactively in the accompanying consolidated financial statements and related disclosures for all periods presented. All share and per-share amounts, including earnings per share (“EPS”), have been adjusted accordingly to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.

The impact of the reverse stock split is summarized as follows:

The total number of issued and outstanding shares of common stock decreased from 12,455,157 to 207,585 as of June 30, 2024.
EPS and other per-share data were adjusted proportionally to reflect the reverse stock split.
The reverse stock split had no impact on the Company’s total stockholders’ equity, net income, or overall financial condition.

Management believes that the reverse stock split was necessary to regain compliance with stock exchange listing requirements and improve marketability of the stock.

Liquidity and Going Concern Considerations

As of September 30, 2025, the Company had incurred recurring operating losses and negative cash flows from operations since inception. These conditions, when considered in the aggregate, previously raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

Subsequent to September 30, 2025, the Company completed a financing transaction that alleviated this substantial doubt. On October 8, 2025, the Company entered into an amended and restated securities purchase agreement (the “Restated SPA”) with Funicular Funds, LP (“Funicular”), pursuant to which the Company issued and sold, for a purchase price of $10.0 million, an amended and restated secured convertible promissory note (the “Restated Note”) in the principal amount of $10,097,782. The Restated Note amends and restates the Company’s original $6.0 million secured convertible note issued to Funicular in February 2024 (the “Secured Convertible Note”). The Restated Note bears interest at 11% per annum, payable semi-annually in cash or in-kind at the Company’s option, matures on October 8, 2030, and is secured by a perfected security interest in substantially all of the Company’s assets and the assets of its subsidiaries.

In addition, on October 8, 2025, the Company entered into a securities purchase agreement (the “Equity SPA”) with certain institutional investors, including Funicular, pursuant to which the Company issued and sold units (“Units”), each consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $0.75 per share. The Units were sold at $0.60 per Unit for an aggregate sales price of $10 million, including $4.25 million converted from the Convertible Notes (as defined in Note 2 below). The closings of the issuances of the Restated Note and the Units occurred between October 9 and October 14, 2025.

The aggregate gross proceeds from these financings totaled approximately $15.75 million, after giving effect to the conversion of $4.25 million of Convertible Notes, and before deduction of placement agent fees and offering expenses. Management expects that these proceeds, together with projected cash flows from operations, will provide sufficient liquidity to fund the Company’s operations and satisfy its obligations as they become due for at least twelve months following the issuance of these condensed consolidated financial statements.

Accordingly, management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated as a result of the successful completion of these financing transactions.

Inflation Reduction Act of 2022

Any redemption or other repurchase of the Company’s Common Stock that occurs after December 31, 2022, including in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax payable under the Inflation Reduction Act of 1922. The Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022. As of September 30, 2025 and June 30, 2025 the excise tax payable is $2,673,056 and $2,611,618, respectively. As of the date of filing the Company has not paid the excise tax and, as such, the Company may be subject to interest and penalties.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

AtlasClear Holdings, Inc. (formerly known as Calculator New Pubco, Inc.) (the “Company” or “AtlasClear Holdings”) is a Delaware corporation and prior to the Business Combination (defined below), was a direct, wholly-owned subsidiary of Quantum FinTech Acquisition Corporation (“Quantum”). Quantum was incorporated in Delaware on October 1, 2020. Quantum was a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.

On February 9, 2024 (the “Closing Date”), the Company consummated the previously announced transactions pursuant to that certain Business Combination Agreement, dated November 16, 2022 (as amended, the “Business Combination Agreement”), by and among the Company, Quantum, Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of the registrant (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey. The transactions consummated as a result of the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination (the “Closing”), the Company changed its name from “Calculator New Pubco, Inc.” to “AtlasClear Holdings, Inc.” As a result, the operation history of Quantum survived the merger. Pursuant to the Business Combination Agreement, AtlasClear received certain assets from Atlas FinTech and Atlas Financial Technologies Corp., a Delaware corporation, and the Broker-Dealer Acquisition Agreement (as defined in the Business Combination Agreement), AtlasClear completed the acquisition of broker-dealer, Wilson-Davis & Co., Inc. (“Wilson-Davis”).

On February 16, 2024, AtlasClear and Pacsquare Technologies, LLC (“Pacsquare”) entered into a Source Code Purchase and Master Services Agreement (the “Pacsquare Purchase Agreement”). On June 10, 2025, AtlasClear entered into an amended Software Development and License Agreement with Pacsquare, pursuant to which AtlasClear purchased a proprietary data management platform that was developed by Pacsquare, including certain software and source code (the “AtlasClear Platform”).

AtlasClear Holdings’ goal is to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking, with evolving and innovative financial products such as crypto that focus on financial services firms. AtlasClear Holdings is a fintech driven business-to-business platform that expects to power innovation in fintech, investing, and trading.

AtlasClear does not meet the definition of a business and therefore was treated as an asset acquisition by AtlasClear Holdings. As such the assets contributed from Atlas FinTech and the net assets of AtlasClear were recognized at historical cost. ASC 350 prohibits the recognition of goodwill in an asset purchase with related parties.

Quantum was deemed the accounting acquirer based on the following factors: i) Quantum issued cash and shares of its common stock; ii) Quantum controlled the voting rights under the no redemption and the maximum contractual redemption scenarios; iii) Quantum had the largest minority voting interest; iv) Quantum has control over the board of directors of the post-combination company and most of senior management of the post-combination company are former officers of Quantum.

Wilson-Davis is a securities broker and dealer, dealing in over-the-counter and listed securities. Wilson-Davis is registered with the Securities and Exchange Commission (the “SEC”) and is a member of the Financial Industry Regulatory Authority.

Revenue is derived principally from Wilson-Davis’ operations in three areas: commission revenue, fee revenue and interest revenue.

Wilson-Davis has operations in Utah, Arizona, California, Colorado, Florida, New York, Oklahoma and Texas. Transactions for customers are principally in the states where the Company operates, however, some customers are located in other states in which the Company is registered. Principal trading activities are conducted with other broker dealers throughout the United States.

Reverse Stock Split and Authorized Share Increase

On December 31, 2024, the Company effected a 1-for-60 reverse stock split of its common stock. As a result of the reverse stock split, every 60 shares of the Company’s issued and outstanding common stock were automatically combined into one share of common stock, with any fractional shares rounded up to the nearest whole share. The reverse stock split did not change the par value of the common stock however the Company increased the number of authorized shares to 525,000,000 shares, consisting of 500,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and 25,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).

The reverse stock split has been applied retroactively in the accompanying consolidated financial statements and related disclosures for all periods presented. All share and per-share amounts, including earnings per share (“EPS”), have been adjusted accordingly to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.

The impact of the reverse stock split is summarized as follows:

The total number of issued and outstanding shares of common stock decreased from 12,455,157 to 207,585 as of June 30, 2024.
Earnings per share and other per-share data were adjusted proportionally to reflect the reverse stock split.
The reverse stock split had no impact on the Company’s total stockholders’ equity, net income, or overall financial condition.

Management believes that the reverse stock split was necessary to regain compliance with stock exchange listing requirements and improve marketability of the stock.

Going Concern

As of June 30, 2025, the Company had $29,609,219 in its bank accounts and a working capital deficit of $6,069,462.

The Company has raised and intends to raise additional capital through loans or additional investments from its stockholders, officers, directors, or third parties. The Company’s officers and directors may, but are not obligated to loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the liquidity of the Company raises substantial doubt about the Company’s ability to continue as a going concern through the twelve months following the issuance of the financial statements. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. No adjustments have been made to the carrying amounts of assets or liabilities as a result of this uncertainty.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. As such the Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022. As of June 30, 2025, and June 30, 2024, the excise tax payable is $2,611,618 and $2,067,572, respectively. The June 30, 2025 balance includes $544,046 in penalties due to late filing and non payment of taxes as of June 30, 2025. As of the date of filing the Company has not paid the excise tax and as such the Company may be subject to interest and penalties which have been estimated and accrued.

Transition Period Comparative Data

On August 9, 2024, the board of directors of AtlasClear Holdings, Inc. (the “Company”) determined to change the Company’s fiscal year end from December 31 to June 30. Below is a summary of financial statements for the six-month transition period from January 1, 2024 to June 30, 2024 compared to the six month period ended June 30, 2023.

1.Consolidated Balance Sheets

    

June 30, 

    

June 30, 

2024

2023

ASSETS

 

 

(Unaudited)

Current assets

Cash and cash equivalents

$

6,558,176

$

1,132,900

Cash segregated - customers

 

20,548,972

 

Cash segregated - PAB

 

200,738

 

Receivables - broker-dealers and clearing organizations

 

1,333,306

 

Receivables - customers, net

 

823,784

 

Other receivables

 

64,842

 

Prepaid expenses

 

67,967

 

29,458

Trading securities, market value, net

 

55

 

Due from Atlas Clear

 

 

49,806

Total Current Assets

 

29,597,840

 

1,212,164

Operating lease right to use lease asset

 

326,336

 

Property and equipment, net

 

16,080

 

Customer list, net

 

14,150,856

 

Goodwill

 

7,706,725

 

Pacsquare asset purchase

 

1,726,500

 

Bank acquisition deposit

 

91,200

 

Cash deposits - broker-dealers and clearing organizations

 

3,515,000

 

Other assets

 

336,017

 

Marketable securities held in Trust Account

 

 

57,409,747

TOTAL ASSETS

$

57,466,554

$

58,621,911

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

 

  

 

  

Current liabilities

 

  

 

  

Payables to customers

$

20,162,973

$

Accounts and payables to officers/directors

 

686,579

 

Accounts payable and accrued expenses

 

5,393,912

 

5,181,488

Payables - broker-dealers and clearing organizations

 

4,915

 

Commissions, payroll and payroll taxes

 

273,386

 

Current portion of lease liability

 

149,499

 

Stock payable

 

259,893

 

Convertible notes, net

 

3,783,437

 

Secured convertible note, net

 

6,857,101

 

Promissory notes

 

852,968

 

Short-term merger financing, net

 

5,092,083

 

Contingent gurantee

3,256,863

Subscription agreement

 

2,425,647

 

Excise tax payable

 

2,067,572

 

Excise taxes payable

 

 

1,485,236

Stock payable - related party

55,087

Advance from related parties

 

 

1,968,116

Promissory note – related party

 

 

480,000

Total Current Liabilities

 

51,321,915

 

9,114,840

Accrued contingent liability

 

100,000

 

Long-term merger financing, net

 

7,606,561

 

Derivative liability - convertible notes

 

16,462,690

 

Derivative liability - warrants

 

307,656

 

307,656

Earnout - liability

 

12,298,000

 

Deferred income tax liability

5,245,886

Subordinated borrowings

 

1,950,000

 

Trading account deposit

 

100,000

 

Long-term lease liability

 

182,729

 

Total Liabilities

 

95,575,437

 

9,422,496

Commitments and Contingencies

Common stock subject to possible redemption

 

 

57,113,761

Stockholders’ Deficit

Preferred stock, $0.0001 par value;

 

 

Common stock, $0.0001 par value;

 

1,246

 

503

Additional paid-in capital

 

110,164,676

 

Accumulated deficit

 

(148,274,805)

 

(7,914,849)

Total Stockholders’ Deficit

 

(38,108,883)

 

(7,914,346)

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

$

57,466,554

$

58,621,911

2.Statements of consolidated Net Income (loss)

     

Three Months Ended

    

Six Months Ended

June 30, 

June 30,

2024

     

2023

2024

    

2023

REVENUES

Commissions

$

1,750,159

$

$

2,679,673

$

Vetting fees

 

340,050

 

499,125

Clearing fees

 

624,550

 

756,393

Net gain/(loss) on firm trading accounts

 

6,390

 

10,046

Other revenue

 

9,650

 

56,246

TOTAL REVENUES

 

2,730,799

 

 

4,001,483

 

EXPENSES

 

  

 

  

 

  

 

  

Compensation, payroll taxes and benefits

 

1,355,058

 

2,386,837

Data processing and clearing costs

 

843,824

 

1,299,527

Regulatory, professional fees and related expenses

 

112,216

 

11,649,470

Stock compensation - founder share transfer

 

 

1,462,650

Communications

 

172,018

 

254,608

Occupancy and equipment

 

54,765

 

76,324

Transfer fees

 

54,807

 

75,425

Bank charges

 

52,077

 

88,253

Intangible assets amortization

 

337,911

 

791,375

Other

 

147,042

 

185,840

Operating and formation costs

 

577,313

 

1,485,122

TOTAL EXPENSES

 

3,129,718

 

577,313

 

18,270,309

 

1,485,122

LOSS FROM OPERATIONS

 

(398,919)

(577,313)

(14,268,826)

(1,485,122)

OTHER INCOME/(EXPENSE)

Interest income

 

587,637

8,458

 

938,802

8,458

Interest earned on marketable securities held in Trust Account

 

727,468

 

256,279

2,028,921

Gain on sale of assets

 

146,706

 

146,706

Net gain on settlement

 

829,853

 

829,853

Loss on AtlasClear asset acquisition

 

(17,845,813)

 

(86,392,769)

Change in fair value of warrant liability derivative

 

307,656

(184,594)

 

(123,062)

Change in fair value, convertible note derivative

 

(992,152)

 

(3,585,902)

Change in fair value, long-term and short-term note derivative

 

(3,101,057)

 

(11,208,055)

Change in fair value of non-redemption agreement

 

 

 

(164,626)

Change in fair value of Contingent guarantee

(3,256,863)

(3,256,863)

Change in fair value of earnout liability

 

(1,115,000)

 

(1,335,000)

Change in fair value of subscription agreement

 

(4,413,946)

 

(38,796)

Extinguishment of stock payable

 

985,072

 

985,072

Extinguishment of accrued expenses

 

114,199

 

879,473

Interest expense

 

(3,210,786)

 

(3,732,178)

TOTAL OTHER INCOME/(EXPENSE)

 

(31,794,347)

 

1,381,185

 

(106,507,857)

 

2,744,170

Income before provision for income taxes

 

(32,193,266)

 

803,872

 

(120,776,683)

1,259,048

Provision for income taxes

 

563,736

 

(318,313)

 

569,736

(581,118)

Net income

$

(31,629,530)

$

485,559

$

(120,206,947)

$

677,930

3.Statements of consolidated cash flow

      

Six Months Ended June 30,

2024

      

2023

Cash Flows from Operating Activities:

Net income (loss)

$

(120,206,947)

$

677,930

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Change in fair value of warrant liability derivative

123,062

Change in fair value of non-redemption agreement

164,626

Loss on AtlsClear asset acquisition

86,392,769

Change in fair value, convertible note derivative

3,585,904

Change in fair value, long-term and short-term note derivative

11,208,055

Interest expense on convertible notes

1,896,714

Transaction costs paid with stock

1,401,937

Stock based compensation

1,462,650

Change in fair value, earnout liability

1,335,000

Fee on Secured convertible note

1,500,000

Change in operating lease expense

68,727

Change in fair value, contingent guarantee

3,256,863

Interest earned on marketable securities held in Trust Account

(251,569)

(2,028,921)

Change in fair value, subscription agreement

38,796

Depreciation expense

7,565

Amortization of intangibles

791,375

Bad debt expense

2,474

Changes in operating assets and liabilities:

Due from Atlas Clear

(49,806)

Income taxes payable

44,118

Marketable securities

6,820

Receivables from brokers & dealers

2,203,271

Receivables from customers

(303,486)

Receivables from others

(59,043)

Advances and Prepaid expenses

133,158

4,194

Cash deposits with clearing organization & other B/Ds

21,664

Change in operating lease right-of-use assets

(11,713)

Other assets

49,041

Payables to customers

(5,124,740)

Payables to officers & directors

98,048

Payable to brokers & dealers

(12,903)

Deferred tax liability

(43,484)

Accounts payable and accrued expenses

(1,066,430)

443,812

Commissions and payroll taxes payable

39,638

Stock Loan

259,893

Change in operatin lease right-of-use asset

(56,900)

Receivables from brokers & dealers

Receivables from customers

Net cash provided by (used in) operating activities

(11,212,227)

(785,611)

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay franchise and income taxes

68,418

Investment of cash into Trust Account

(160,000)

(875,000)

Cash withdrawn from Trust Account in connection with redemption

53,947,064

1,015,001

Cash paid for purchase of Pacsquare

(500,000)

Cash received from acquisition of Wilson-Davis

33,333,876

Cash withdrawn from Trust Account for working capital purposes

1,195,565

148,523,642

Cash paid to Wilson Davis shareholders

(8,092,568)

Net cash provided by (used in) investing activities

79,792,355

148,663,643

Cash Flows from Financing Activities:

Proceeds from secured convertible note

6,000,000

Transaction costs financed

5,002,968

Repayment of advances from related party

(300,000)

Advances from related party

1,052,300

1,948,950

Redemption of common stock

(53,947,064)

(148,523,642)

Net cash provided by (used in) financing activities

(41,891,796)

(146,874,692)

Net Change in Cash

26,688,332

1,003,340

Cash – Beginning

619,554

129,560

Cash – Ending

$

27,307,886

$

1,132,900

Supplementary cash flow information:

Cash paid for income taxes

$

$

537,000

Supplemental disclosure of non-cash investing and financing activities:

Shares issued to settled advances from related party and notes payable related party

 

$

4,577,569

$

Transaction cost settled with subscription payable

 

$

2,386,851

$

Fair value of equity treated earnout in AtlasClear, Inc asset acquisition

 

$

31,347,000

$

Fair value of shares issued in AtlasClear, Inc asset acquisition

 

$

44,400,000

$

Fair value of liability treated earnout in AtlasClear, Inc asset acquisition

 

$

10,963,000

$

Fair value of shares transferred to Wilson Davis shareholders

 

$

6,000,000

$

Short term notes issued to Wilson Davis shareholders

 

$

5,000,000

$

Long term notes issued to Wilson Davis shareholders

 

$

7,971,197

$

Common stock issued to settled vendor obligations

 

$

64,376

$

Fair value of shares transferred to Secured convertible note holders

 

$

1,250,698

$

Redeemable shares transferred to permanent equity

 

$

1,195,566

$

Non-redemption agreement re-classed to permanent equity

 

$

1,606,279

$

Shares issued to purchase Pacsquare

 

$

1,226,500

$

Shares issued as deposit for Commercial bank acquisition

 

$

91,200

$

Initial Classification of derivative liability – convertible notes

 

$

1,668,731

$

Interes settled with shares

$

210,550

$

Interest settled with shares transferred by related party

$

48,750

$

Cancellation of admin fees

 

$

$

120,000

Excise tax related to redemptions

 

$

539,471

$

1,485,236

Accretion of common stock subject to possible redemption

 

$

592,577

$

2,217,201

v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on September 30, 2025. The accompanying condensed balance sheet as of June 30, 2025

has been derived from the audited financial statements included in the Form 10-K/A. The interim results for the three months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending June 30, 2026 or for any future periods.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Impairment of Long-lived and Intangible Assets

The Company had no impairment charges during the three-month periods ended September 30, 2025 and 2024.

Net (Loss) Income per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period.

The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued and outstanding. For the three months ended September 30, 2025 and 2024, the calculation excludes the dilutive impact of warrants because none would be issued under the treasury method. For the three months ended September 30, 2025, the dilutive shares were excluded as including them would be antidilutive. For the three months ended September 30, 2024, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic net (loss) income per share of common stock (in dollars, except share amounts):

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Basic net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Denominator:

 

  

 

  

Basic weighted average common stock outstanding

 

59,947,249

 

256,405

Basic net (loss) income per common stock

$

(0.01)

$

41.92

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

Three Months Ended-

Three Months Ended-

    

September 30, 2025

    

September 30, 2024

Diluted net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Change in fair value of financial instruments

 

 

(12,655,000)

Interest on dilutive instruments

 

 

1,419,843

Allocation of net (loss) income, as adjusted

$

(440,294)

$

(487,124)

Denominator:

 

  

 

  

Dilutive weighted average common stock outstanding

 

59,947,249

 

256,405

If converted shares

 

 

1,636,065

 

59,947,249

 

1,892,470

Diluted net (loss) income per common stock

$

(0.01)

$

(1.90)

Below is a summary of the potentially dilutive instruments as of September 30, 2025 and 2024:

Description

    

September 30, 2025

    

September 30, 2024

Short Term Notes

 

 

817,513

Convertible notes - Chardan

 

 

321,066

Secured convertible note

 

670,307

 

436,705

Subscription agreement

 

1,195,986

 

46,978

Tau agreement

 

 

20,892

Stock payable

4,167

Debenture

3,888,887

Stock Based Compensation

1,973,684

Promissory note

576,616

5,691

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

8,305,480

 

1,653,012

 

 

Public Warrants

10,062,500

10,062,500

Private Warrants

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

 

600,000

Total excluded under treasury method – out of the money

 

16,215,625

 

16,215,625

During the three months period ended September 30, 2025, the Company issued convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $6,000,000. Under the terms of the Convertible Notes, if not sooner repaid, all outstanding principal and accrued but unpaid interest was to automatically convert, at the election of the holder, into shares of the same class of equity securities issued in the Company’s next qualified equity financing (“Qualified Financing”). A Qualified Financing was defined as the issuance and sale of the Company’s capital stock resulting in gross proceeds of at least $10.0 million, excluding any indebtedness converted in such financing.

Upon a Qualified Financing, the Convertible Notes were convertible into that number of shares of equity securities equal to (x) the outstanding principal and accrued interest divided by (y) the price per share of the equity securities issued in the Qualified Financing, and otherwise on the same terms as those securities.

As of September 30, 2025, no Qualified Financing had occurred, and therefore no shares were issuable or outstanding related to the Convertible Notes. The conversion feature represents a contingent right to receive shares upon a future event. Accordingly, shares issuable upon conversion of the Convertible Notes have been excluded from the computation of diluted net loss per share because the contingency had not been satisfied as of the reporting date. In October 2025, upon the consummation of the transactions contemplated by the Equity SPA, $4.25 million payable by the Company under the Convertible Notes was converted into Units, and the remaining balance of the Convertible Notes was paid in full.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At September 30, 2025, the Company had no amounts in excess of the FDIC limit.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 12).

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

On August 9, 2024, the Company changed its fiscal year-end from December 31 to June 30. As a result, the prior year reflects a transition period of six months, from January 1, 2024, to June 30, 2024, as previously reported in our Form 10-KT filed with the SEC on October 16, 2024.

The current fiscal year covers the twelve-month period from July 1, 2024, to June 30, 2025. As such, the periods presented in this Form 10-K are not directly comparable due to the difference in reporting periods.

Where appropriate, we have included supplemental unaudited pro forma information and comparative commentary to aid in understanding period-over-period performance trends.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the private warrant liabilities, the fair value of the Subscription Agreement, the fair value of the derivatives included in the convertible notes, the secured convertible note, the merger financing, the short-term merger financing, the long-term merger financing, the fair value of the earnout liability, realization of deferred tax assets and the useful life of its intangible assets. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all operating accounts that hold money market funds held and short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Trading Securities

Securities held in the Company’s trading account and trading securities sold not yet purchased, consist primarily of over-the-counter securities and are valued based upon quoted market prices. The value of securities that are not readily marketable are estimated by management based upon quoted prices, the number of market makers, trading volume and number of shares held. Unrealized gains and losses are reflected in income in the financial statements.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation on property and equipment is provided using accelerated and straight-line methods over expected useful lives of three to seven years.

Leases

The Company leases office space under the terms of several operating leases. The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.

Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since the Company’s leases do not provide implicit rates, to determine the present value of lease payments, management uses the Company’s estimated incremental borrowing rate based on the information available at lease commencement.

Goodwill

Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. The Company evaluated goodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill impairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value of the reporting unit using income models. The models contain significant assumptions and accounting estimates about discount rates, future cash flows, that could materially affect operating results or financial position if they were to change significantly in the future and could result in an impairment. The Company perform our goodwill impairment assessment whenever events or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow estimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections at the date of evaluation. As of June 30, 2025 and 2024, the carrying value of goodwill was $6,142,525 and $7,706,725, respectively, as described in Note 10.

Intangible Assets

Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Intangible assets comprise of developed technology and customer relationships (See Note 10 and 12). Developed technology and customer list are amortized using the straight-line method over the ten-year and twelve-year estimated useful lives of the assets, respectively. As of June 30, 2025 and 2024, the carrying value of developed technology was $1,785,104 and $1,726,500, respectively. The carrying value of customer list was $12,932,106 and $14,150,856, respectively, as described in Note 10 and Note 12.

Impairment of Long-lived and Intangible Assets

In accordance with ASC 360-10 Property Plant and Equipment and ASC 350-10 Intangibles, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company had no impairment charges during the year ended June 30, 2025. The Company recorded $17,845,813 of impairment charges included in loss on AtlasClear asset acquisition during the period ended June 30, 2024.

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants that do not meet all the criteria for equity classification are recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the private warrants was estimated using a Black-Scholes model approach (see Note 17).

Income Taxes

The Company utilizes the asset and liability method to account for income taxes. The objective of this method is to establish deferred tax assets and liabilities for the temporary differences between net income for financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized.

Income tax expense or benefit is provided based upon the financial statement earnings of the Company. The allowance for doubtful accounts is deductible for financial statement purposes, but not for tax purposes. Depreciation expense is recognized in different periods for tax and financial accounting purposes due to the use of accelerated depreciation methods for income tax purposes. The tax effects of such differences are reported as deferred income taxes in the financial statements.

Revenue Recognition

Wilson-Davis, a subsidiary of the Company, recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using the modified retrospective method. This revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five-step model to: (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when the entity satisfies a performance obligation.

Wilson-Davis acts as an agent by selling securities to customers and collecting commissions. Wilson-Davis recognizes commissions on a trade date basis, which is the day the transaction is executed. Wilson-Davis believes that the performance obligation is satisfied on the trade date because that is when the security is selected, the price is determined, the trade is executed, and the risks and rewards of ownership have been transferred to/from the customer.

Wilson-Davis also receives commissions on mutual funds purchased by customers. Wilson-Davis believes that the performance obligation is not satisfied until the mutual funds are purchased by customers and recognizes the commission revenue upon receipt from fund.

Wilson-Davis performs vetting services to customers that wish to convert restricted stock to eligible trading stock. In addition, Wilson-Davis charges clearing fees to another broker-dealer for which it clears trades. Wilson-Davis recognizes revenue as the related performance obligations are satisfied.

Wilson-Davis charges customers for wires and transfer agent fees. The customer is also charged for blue sheet fees, corporate actions, and ACATS fees. Wilson-Davis recognizes revenue as the related performance obligations are satisfied.

Wilson-Davis performs underwriting services for companies going public. The Company enters into an agreement detailing the services to be performed. The Company recognizes revenue when the shares of stock have been delivered and wire payments have been processed.

Wilson-Davis earns interest on its balances with its financial institution. Wilson-Davis recognizes the interest income at month end when the income ha been earned.

Net Income (Loss) per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Income (loss) is allocated between redeemable and non-redeemable shares based on relative amounts of weighted average shares outstanding. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued and outstanding. For the year ended June 30, 2025 and the transition period ended June 30, 2024, the calculation excludes the dilutive impact of warrants because none would be issued under treasury method as the warrants exercise price is greater than the current price of the stock. For the transition period ended June 30, 2024, the dilutive shares were excluded as including them would be antidilutive. For the year ended June 30, 2025, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

FOR THE YEAR ENDED

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

    

Non-

    

Non-

    

Redeemable

    

Redeemable

    

 redeemable

Basic and diluted net income (loss) per share of Common Stock

 

  

 

  

Numerator:

 

  

 

  

Net income (loss)

$

5,750,820

$

(11,279,605)

$

(108,927,342)

Deemed dividend

(15,422,431)

Allocation of net income (loss)

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Denominator:

 

 

Basic and diluted weighted average shares outstanding

5,987,645

 

18,500

 

178,651

Basic net income (loss) per share of Common Stock

$

0.96

$

(609.72)

$

(696.05)

For the year ended June 30, 2025 and for the transition perioded ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

    

FOR THE YEAR ENDED

    

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

Non-

    

    

Non-

redeemable

Redeemable

redeemable

Diluted net income (loss) per common stock

 

  

 

  

 

  

Numerator:

 

  

 

  

 

  

Allocation of net income (loss),

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Change in fair value of financial instruments

 

(15,147,345)

 

 

Interest on dilutive instruments

 

7,148,116

 

 

Allocation of net income (loss), as adjusted

$

(2,248,409)

$

(11,279,605)

$

(124,349,773)

Denominator:

 

  

 

  

 

  

Dilutive weighted average common stock outstanding

 

5,987,645

 

18,500

 

178,651

If converted shares

 

 

 

 

5,987,645

 

18,500

 

178,651

Diluted net income (loss) per common stock

$

(0.38)

$

(609.72)

$

(696.05)

For the year ended June 30, 2025, the numerator is adjusted for the interest expenses and other components to include the effect of the convertible securities under the as converted method at the beginning of the period. The adjustment to the numerator resulted in a net loss position. As such including the effect of convertible securities in a loss situation would make the loss per share smaller, which is misleading and considered antidilutive under U.S. GAAP. For the transition period ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

Below is a summary of the dilutive instruments as of June 30, 2025 and 2024:

Description

    

June 30, 2025

    

June 30, 2024

Sellers Notes

 

15,103,895

14,012,965

Convertible notes

 

5,317,252

4,722,875

Secured convertible note

49,230,040

9,801,273

Subscription agreement

4,354,048

938,967

Tau agreement

35,282

Promissory note

 

6,215

379,375

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

74,046,732

29,855,455

Public Warrants

 

10,062,500

10,062,500

Private Warrants

 

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

600,000

Total excluded under treasury method – out of the money

 

16,215,625

16,215,625

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At June 30, 2025, the Company had approximately $7,278,320 in excess of the FDIC limit.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 17).

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Risk Management

Transactions involving financial instruments involve varying degrees of market, credit and operating risk. The Company monitors its exposure to risk on a daily basis.

Market Risk

Market risk is the potential change in value of the financial instrument caused by unfavorable changes in interest rates and equity prices. Management is responsible for reviewing trading positions, exposure limits, profits and losses, and trading strategies. In the normal course of business, the Company purchases, and makes markets in non-investment grade securities. These activities expose the Company to a higher degree of market risk than is associated with investing or trading in investment grade instruments.

Operating Risk

Operating risk focuses on the Company’s ability to accumulate, process and communicate information necessary to conduct its daily operations. Deficiencies in technology, financial systems and controls and losses attributable to operational problems all pose potential operating risks. In order to mitigate these risks, the Company has established and maintains an internal control environment which incorporates various control mechanisms throughout the organization. In addition, the Company periodically monitors its technological needs and makes changes as deemed appropriate.

Credit Risk

Wilson-Davis’s transactions with customers and other broker dealers are recorded on a trade date basis and are collateralized by the underlying securities. Wilson-Davis’s exposure to credit risk associated with nonperformance by customers or contra brokers is impacted by volatile or illiquid trading markets. Should either the customers or other broker dealers fail to perform, Wilson-Davis may be required to complete the transactions at prevailing market prices. Wilson-Davis manages credit risk by monitoring net exposure to individual counterparties on a regular basis. Historically, reserve requirements arising from instruments with off-balance sheet risk have not been material.

Receivables and payables with clearing and other broker dealers are generally collateralized by cash deposits. Additional cash deposits are requested when considered necessary by the clearing organization or contra broker dealer.

Customer transactions are primarily entered in cash accounts. Wilson-Davis maintains a few customer margin accounts which exposes the company to credit and market risks. However, this risk is minimized by Wilson-Davis requirement that margin accounts must maintain at least a 4:1 ratio of securities to margin obligations.

Concentrations of credit risk that arise from financial instruments (whether on or off-balance sheet) exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet obligations to be similarly affected by economic, industry or geographic factors.

Recent Accounting Standards

Beginning in 2025 annual reporting, the Company adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires an enhanced disclosure of significant segment expenses on an annual basis. Management has determined that there is only one reportable operating segment. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer who reviews the assets, operating results, and financial metrics for the company.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. We are currently evaluating the provisions of this.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on the income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for annual periods beginning after December 15, 2027. We are currently evaluating the provision of this ASU.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

v3.25.3
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS    
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS

NOTE 3. CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS

Wilson-Davis is required by Rule 15c3-3 of the SEC to maintain a cash reserve with respect to customers’ transactions and credit balances, on a settlement date basis. Such a reserve is computed weekly using a formula provided by the rule, and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of September 30, 2025 and June 30, 2025, was calculated to be $29,793,711 and $20,890,603, respectively. As of such dates, Wilson-Davis had $29,189,001 and $21,175,129, respectively, cash which was $604,710 less than and $284,526 more than the amount required, respectively. On October 1, 2025, Wilson-Davis deposited $1,200,000 into the reserve account in accordance with the rule, which resulted in an excess of $595,291.

Wilson-Davis is also required by Rule 15c3-3 of the SEC to maintain a cash reserve with respect to broker-dealer transactions and credit balances. Such a reserve is computed weekly using a formula provided by the rule, and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of each of September 30, 2025 and June 30, 2025 was calculated to be $100,000. As of September 30, 2025 and June 30, 2025, Wilson-Davis had $200,563 and $200,575, respectively, cash on deposit in the reserve account, which was $100,563 and $100,575, respectively, more than the amount required.

NOTE 3. CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS

The Wilson-Davis is required by Rule 15c3-3 of the Securities and Exchange Commission to maintain a cash reserve with respect to customers’ transactions and credit balances, on a settlement date basis. Such a reserve is computed weekly using a formula provided by the rule and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of June 30, 2025 and 2024, was calculated to be $20,890,603 and $19,326,300, respectively. Wilson-Davis had $21,175,129 and $19,677,378, respectively, cash on deposit in the reserve account, which was $284,526 and $351,078, respectively, more than the amount required. On July 1, 2025, Wilson-Davis deposited $225,000 to the reserve account in accordance with the rule which resulted in an excess of $509,526.

Wilson-Davis is required by Rule 15c3-3 of the Securities and Exchange Commission to maintain a cash reserve with respect to broker-dealer transactions and credit balances. Such a reserve is computed weekly using a formula provided by the rule and the reserve account must be separate from all other bank accounts of Wilson-Davis. The required reserve as of June 30, 2025 and 2024, was calculated to be $100,000. As of June 30, 2025 and 2024, Wilson-Davis had $200,575 and $200,738, respectively, cash on deposit in the reserve account, which was $100,575 and $100,738, respectively, more than the amount required.

v3.25.3
NET CAPITAL REQUIREMENTS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
NET CAPITAL REQUIREMENTS    
NET CAPITAL REQUIREMENTS

NOTE 4. NET CAPITAL REQUIREMENTS

As a broker-dealer, Wilson-Davis is subject to the uniform net capital rule adopted and administered by the SEC. The rule requires maintenance of minimum net capital and prohibits a broker-dealer from engaging in securities transactions at a time when its net capital falls below minimum requirements, as those terms are defined by the rule. Under the alternative method permitted by this rule, net capital shall not be less than the greater of $250,000 or 2% of aggregate debit items arising from customer transactions, as defined. Also, Wilson-Davis has a minimum requirement based upon the number of securities markets that it maintains. On September 30, 2025 and June 30, 2025, Wilson-Davis’s net capital was $12,281,941 and $11,190,362, respectively, which was $12,031,941 and $10,940,362, respectively, in excess of the minimum required.

NOTE 4. NET CAPITAL REQUIREMENTS

As a broker dealer, Wilson-Davis is subject to the uniform net capital rule adopted and administered by the Securities and Exchange Commission. The rule requires maintenance of minimum net capital and prohibits a broker dealer from engaging in securities transactions at a time when its net capital falls below minimum requirements, as those terms are defined by the rule. Under the alternative method permitted by this rule, net capital shall not be less than the greater of $250,000 or 2% of aggregate debit items arising from customer transactions, as defined. Also, the Wilson-Davis has a minimum requirement based upon the number of securities’ markets that the Company maintains. At June 30, 2025 and 2024, the Company’s net capital was $11,190,362 and $10,437,312, respectively which was $10,940,362 and $10,187,312, respectively in excess of the minimum required.

v3.25.3
CASH AND RESTRICTED CASH
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
CASH AND RESTRICTED CASH    
CASH AND RESTRICTED CASH

NOTE 5 – CASH AND RESTRICTED CASH

Reconciliation of cash and restricted cash as shown in the condensed statements of cash flows is presented in the table below:

    

September 30, 2025

    

June 30, 2025

Cash and cash equivalents

$

2,692,063

$

7,533,690

Cash segregated - customers

 

29,291,802

 

21,874,954

Cash segregated - PAB

 

200,563

 

200,575

Total cash and restricted cash shown in the statement of cash flows.

$

32,184,428

$

29,609,219

NOTE 5 – CASH AND RESTRICTED CASH

Reconciliation of cash and restricted cash as shown in the statements of cash flows is presented in the table below:

    

June 30, 2025

    

June 30, 2024

Cash and cash equivalents

$

7,533,690

$

6,558,176

Cash segregated - customers

 

21,874,954

 

20,548,972

Cash segregated - PAB

 

200,575

 

200,738

Total cash and restricted cash shown in the statement of cash flows.

$

29,609,219

$

27,307,886

v3.25.3
RELATED PARTY TRANSACTIONS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
RELATED PARTY TRANSACTIONS    
RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Related Party Share Issuance/Transfers

During the month of July 2024, Quantum Ventures LLC (“Quantum Ventures” or the “Sponsor”) and AtlasFinTech transferred 25,982 and 16,528 shares, respectively, for total contributed shares of 42,510 shares recorded as contributed capital for $2,412,930 to various debt holders as described below. The Company recorded contributed capital for the value of the liabilities settled with their personal shareholdings. The contributed capital recognized was $21,299 in interest paid in shares for promissory notes, $217,397 in interest for Secured Convertible Note, $400,000 of principal under a convertible note (the “Chardan Note”) payable to Chardan Capital Markets LLC (“Chardan”) along with $212,803 in interest paid for the Chardan Note, $351,141 in interest for short and long term Notes and $1,210,290 for payment under contingent obligation to Wilson-Davis sellers.

On August 9, 2024, the Company entered into a Satisfaction of Discharge of Indebtedness Agreement with Atlas FinTech. Pursuant to the agreement, the Company issued 46,471 shares of Common Stock in satisfaction of $803,860 included in accounts payable. In addition, the Company issued  22,292 shares of Common Stock as reimbursement for shares that were transferred by AtlasFinTech, as described above, to satisfy the Company’s requirements to pay interest on various loans with unrestricted shares. As such, a total of 68,763 shares of Common Stock were transferred to Atlas FinTech in satisfaction.

Advances from Related Parties

On May 9, 2024, Quantum Ventures, a related party, transferred 935 shares of Common Stock to pay for the $47,750 of interest in connection with the Short-Term Notes (as defined in Note 8 below). The shares are to be reimbursed applying at a 13% interest, as such a payable of $55,087 is due and payable to Quantum Ventures.

During the three months ended September 30, 2025, $5,000 was advanced by the Executive Chairman to the Company to cover vendor obligations. As of September 30, 2025, amounts due to the Executive Chairman is $20,000.

During the three months ended September 30, 2025 $7,300 was advanced by the President to the Company to cover vendor obligations. As of September 30, 2025, amounts due to the President is $27,300.

On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors, as consideration for legal and consulting services provided to the Company prior to his employment. The shares were valued based on the closing price of the date of issuance of $0.21 for a total value of $169,920.

Note Financing

In September 2025, the Company entered into the September-Securities Purchase Agreements, as defined and described in Note 8 below. $1,050,000 and $1,000,000, respectively, of the aggregate principal amount of the Convertible Notes sold pursuant to the September-Securities Purchase Agreements were sold to Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors, and to Sandip Patel, a member of the Company’s board of directors.

NOTE 8. RELATED PARTY TRANSACTIONS

Related Party Share Issuance/Transfers

During the month of July 2024, Quantum Ventures LLC (“Quantum Ventures” or the “Sponsor”) and AtlasFinTech transferred 1,558,923 and 991,665 pre reverse split shares, respectively for total contributed shares of 2,550,588 or 42,510 post reverse split shares recorded as contributed capital for $2,412,930. The Company recorded contributed capital for the value of the liabilities settled with their personal shareholding. The contributed capital recognized was$21,299 in interest paid in shares for Promissory Notes, $217,397 in interest for Secured Convertible Note, $400,000 of principal under the Chardan convertible note along with $212,803 in interest paid for the Chardan convertible note, $351,141 in interest for Short and long term Notes and $1,210,290 for payment under the contingent obligation to sellers.

On August 9, 2024, the Company entered into a Satisfaction of Discharge of indebtedness agreement with Atlas FinTech. Pursuant to the agreement the Company issued 2,788,276 pre reverse split or 46,471 post reverse split shares in satisfaction of $803,860 included in accounts payable. In addition, the Company issued 1,337,500 pre reverse split or 22,292 post reverse split shares as reimbursement for 991,665 pre reverse split or 16,528 post reverse split shares that were transferred by AtlasFinTech, as stated above, to satisfy the Company requirements to pay interest on various loans with unrestricted shares. As such a total of 4,125,776 pre reverse split or 68,763 post reverse split shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) were transferred to Atlas FinTech in satisfaction.

In the quarter ended March 31, 2025, AtlasFinTech transferred some of its shares to Tau to provide the Company with funding as the Company no longer had registered shares available. The value of the shares resulted in $177,334 of value contributed to the Company. As a result, the board approved the issuance of 27,282 shares to renumerate AtlasFinTech resulting in a net zero impact to the Company.

Advances from Related Parties

As of December 31, 2023 and 2022, a related party had advanced $3,104,097 and $319,166, respectively, to the Company. Through February 9, 2024, the Co-Sponsors advanced an additional $1,052,300 for an aggregate of $4,156,397 advanced to the Company and offset the balance by $58,828 in receivable from Co-Sponsor. On February 9, 2024, upon the Closing of the Business Combination, the advances from related party, the related party loan of $480,000 as described below and the $58,828 receivable from related party was settled with the issuance of 33,333 shares post reverse-split settling a total of $4,636,397 in liabilities and $58,828 in receivables. The value of the shares granted was based on $60 per share resulting in a deemed dividend to the related party of $15,422,431.

Atlas FinTech, a related party and shareholder, incurred expenditures of $803,860 in connection with the business combination. The amount is included in accounts payable and accrued liabilities as of June 30, 2024. On August 9, 2024, the Company issued 2,788,276 pre reverse split or 46,471 post reverse split shares to Atlas FinTech as full settlement of this payable as described above.

On December 27, 2024, a director of the Company advanced $9,000 to cover the Company registration statement filing fees. The amount remains unpaid and is included in account payable.

On March 21, 2025, a director of the Company advanced $6,000 to cover the Company registration statement filing fees. The amount remains unpaid and is included in account payable.

On June 30, 2025, a director of the Company advanced $20,000 to cover the Company Bancorp acquisition extensions payments. The amount remains unpaid and is included in account payable.

As of June 30, 2025 $164,088 of payables to former officers and directors prior to the Business Combination are included in Advances to from related party.

Founder Shares

The sale of the Founders Shares to the Company’s directors and director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 4,083 post reverse-split shares granted to the Company’s directors and director nominees was $1,462,650 or $358.2 per share post split. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. The transaction closed on February 9, 2024 the transaction was recognized as of February 9, 2024.

Related Party Loans

On March 14, 2022, the Company issued an unsecured promissory note, effective as of January 3, 2022, in the amount of up to $480,000 to Quantum Ventures to evidence the Working Capital Loans. The note bore no interest and was payable in full upon the earlier (i) February 9, 2023 and (ii) the effective date of the consummation of an initial business combination. The note was required to be repaid in cash at the Closing and was not convertible into Private Warrants. The promissory note was past due as of December 31, 2023 and on February 9, 2024, upon the Closing of the Business Combination, the unsecured promissory note was settled with the issuance of 33,333 shares post reverse-split (see above.)

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COMMITMENTS AND CONTINGENCIES
3 Months Ended
Sep. 30, 2025
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 7. COMMITMENTS AND CONTINGENCIES

Earnout Liability

In connection with the Closing, and pursuant to the terms of the Business Combination Agreement, stockholders of AtlasClear (the “AtlasClear Stockholders”) received merger consideration (the “Merger Consideration Shares”) consisting of 74,000 shares of Common Stock. In addition, the AtlasClear Stockholders will receive up to 5,944,444 shares of Common Stock (the “Earn Out Shares”) upon certain milestones (based on the achievement of certain price targets of Common Stock following the Closing). The milestones were not met during the first 18 months following the Closing, as such the price target Earn Out Shares will not be issued. Atlas FinTech will also receive up to $20 million of shares of Common Stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. The revenue targets will be measured yearly for five years following the Closing, with no catch-up between the years. The Earn Out provision was analyzed under ASC 480 and ASC 815. The Software Products Earn Out Shares Payments in this transaction are within the scope of ASC 480 and therefore have be accounted for as a liability. As of September 30, 2025 and June 30, 2025 the fair value of the earnout liability was $11,485,000 and $11,369,000, respectively. See Note 12 Fair Value Measurements for additional information.

Employment Agreements

On September 19, 2025, the Company entered into employment agreements and amendments to employment agreements with each of John Schaible, the Company’s Executive Chairman, and Craig Ridenhour, the Company’s President, and on September 24, 2025, the Company entered into second amendments to such agreements with each such officer.

The employment agreements with Mr. Schaible and Mr. Ridenhour, as amended by such amendments (as so amended, the “Schaible Employment Agreement” and the “Ridenhour Employment Agreement,” respectively) provide for the employment of Mr. Schaible and Mr. Ridenhour as Executive Chairman and President, respectively, reporting to the Board, for an initial term of three years, subject to

automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term. Each executive is entitled to receive an initial annual base salary of $400,000, subject to review at least annually and increase to $450,000 and $500,000 in the second and third years of the term, respectively. In addition, each executive is entitled to receive (i) a one-time cash signing bonus of $300,000, of which one-third was payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026; and (ii) one-time stock grants of 700,000 shares and 286,842 shares on signing and July 1, 2026, respectively, in each case to vest on June 30 of the year following the grant. Each executive is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 1% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74.

On September 24, 2025, the Company entered into an employment agreement with Sandip Patel (the “Patel Employment Agreement”), a member of the Board, pursuant to which Mr. Patel is employed as the Company’s General Counsel and Chief Financial Officer, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term. Mr. Patel is entitled to receive an initial annual base salary of $350,000, subject to review at least annually and increase to $400,000 and $450,000 in the second and third years of the term, respectively. In addition, Mr. Patel is entitled to receive a one-time cash signing bonus of $250,000, of which one-third was payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026. Mr. Patel is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 0.5% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74.

Refer to Note 11 for discussion regarding stock based compensation. As of September 30, 2025 the Compnay paid the one time sign in bonus for a total of $850,000 under the employment agreemets discussed above.

Indemnification Agreements

On the Closing Date, in connection with the Closing, the Company entered into indemnification agreements with each of its directors and executive officers, which provide for indemnification and advancements by the Company of certain expenses and costs under certain circumstances. The indemnification agreements provide that AtlasClear Holdings will indemnify each of its directors and executive officers against any and all expenses incurred by that director or executive officer because of his or her status as a director or officer of AtlasClear Holdings, to the fullest extent permitted by Delaware law, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws.

Wilson-Davis

On February 27, 2018, an extended hearing panel of the Department of Enforcement of FINRA, Office of Hearing Officers, issued its decision ordering Wilson-Davis to pay fines aggregating $1.47 million for violations of the applicable short sales and anti-money laundering rules. Wilson-Davis appealed the decision to the National Adjudicatory Council (“NAC”). On December 19, 2019, NAC issued its decision ordering that the fines be reduced by $205,000 to an aggregate of $1.265 million. Wilson-Davis made a timely appeal to the SEC to hear the case. On December 28, 2023, the SEC issued a ruling affirming the findings of violations and remanding the matter back to FINRA to reconsider the appropriate sanctions in light of the SEC decision. On July 10, 2025, the NAC reduced the fines to an aggregate of $490,000. The Company made a timely appeal of the decision to the SEC. Pursuant to FINRA Rules, the Company’s timely appeal of the decision to the SEC deferred the effectiveness of the findings and sanctions. Due to the disparity in the range of fines of similar cases, the Company believes that the final amount is not reasonably estimable. The Company has booked a contingent liability totaling $100,000 which represents the estimated low end of the possible range of fines.

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NOTES PAYABLE
3 Months Ended
Sep. 30, 2025
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NOTE 8. NOTES PAYABLE

Chardan Convertible Note

During the three months ended September 30, 2025, the Company issued a total of 4,845,072 shares of Common Stock to Chardan under the Chardan Note, for total of $959,764 in principal. The conversion rate of 90% of the trailing seven-trading day VWAP prior to

payment was between $0.16 and $0.18 per share. As a result, the Company recognized $240,897 in amortized debt discount included in interest expense and has fully settled the Chardan Note balance. As of September 30, 2025 and June 30, 2025, the balance under the Chardan Note was $0 and $718,866, respectively.

During the three-month period ended September 30, 2024, the Company received conversion notices under the Chardan Note for an aggregate principal amount of $725,000, and issued a total of 37,717 shares of Common Stock, of which 6,113 were transferred from Quantum Ventures and 2,119 were transferred from Atlas FinTech (see Note 6 above), and 29,485 were newly issued shares. During the three-month period ended September 30, 2024, the Company recognized $137,872 in interest expense on the principal and $86,209 of interest related to the amortization of the debt discount created with the derivative liability. During the three-month period ended September 30, 2024, Quantum Ventures transferred 2,427 and Atlas fintech transferred 877 shares to Chardan to pay for accrued interest of $212,803.

See Note 12 for additional information on the fair value and change in fair value related to the derivative.

Secured Convertible Note Financing

During the three months ended September 30, 2025, the Company issued a total of 63,944,332 shares of Common Stock to Funicular under the Secured Convertible Note for total of $9,324,489 in Principal and $267,161 of interest. The conversion rate was $0.15 per share, which is the floor established under the agreement.

As of September 30, 2025, the company recognized $269,925 in interest expense on the principal and $513,201 of interest related to the amortization of the debt discount. As of September 30, 2025, the carrying value of the Secured Convertible Note was $100,546, net of discount of $0. As of June 30, 2025, the carrying value of the Secured Convertible Note was $8,909,070, net of discount of $513,201.

As of September 30, 2024, the Company recognized $246,660 in interest expense on the principal and $180,085 of interest related to the amortization of the debt discount. As of September 30, 2024, the carrying value of the Secured Convertible Note was $7,066,449, net of discount of $791,581. During the three month period ended September 30, 2024, Quantum Ventures transferred 368,004 shares to pay for accrued interest of $217,373.

On October 8, 2025, the Company and Funicular entered into the Restated SPA and the Restated Note. See Note 14, Subsequent Events.

Sellers Note

As a result of the acquisition of Wilson-Davis, the Company issued (i) $5,000,000 in aggregate principal amount of notes due 90 days after the Closing Date (the “Short-Term Notes”) and (ii) $7,971,000 in aggregate principal amount of notes due 24 months after the Closing Date (the “Long-Term Notes” and, together with the Short-Term Notes, the “Seller Notes”). The Short-Term Notes accrue interest at a rate of 9% per annum, payable quarterly in arrears in shares of Common Stock, at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, cash), and are convertible at the option of the holder at any time during the continuance of an event of default, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion. The Long-Term Notes accrue interest at a rate of 13% per annum, payable quarterly in arrears in shares of Common Stock, at a rate equal to 90% of the trailing seven-trading day VWAP prior to payment (or, at the Company’s option, in cash), and are convertible at the option of the holder at any time commencing six months after the Closing Date, at a rate equal to 90% of the trailing seven-trading day VWAP prior to conversion (or 85% if an event of default occurs and is continuing).

As of June 30, 2025 the principal balance and accrued interest of the Short-Term Notes was fully settled with shares in agreed upon conversion terms. As of June 30, 2025 the principal balance on the Long-Term Notes was $975,573 and $31,706 in accrued interest less $27,167 of unamortized debt discount, for total principal balance of $980,112 under the Long-Term Notes. The Long-Term Notes mature on February 9, 2026 and, as such, the amounts payable under the Long-Term Notes has been included in current liabilities.

As of September 19, 2025, all of the Seller Notes have been fully settled via the conversion to shares of Common Stock. The Company during the three months ended September 30, 2025, issued a total of 15,922,008 shares of Common Stock to the Wilson-Davis sellers under both the Long-Term Notes, the Merger Financing Note, as defined below, for total of $2,565,931 in Principal and $113,791 of interest. The conversion rate of 90% of the trailing seven-trading day VWAP prior to payment was between $0.16 and $0.18 per share.

During the three-months ended September 30, 2024, the Company received conversion notices for a total $359,896 in Short-Term Note principal and $7,530 of Short-Term Note interest, and issued a total of 31,035 shares of Common Stock. During the three-months ended September 30, 2024, the company recognized $158,333 in interest expense on the short-term principal, $259,063 in interest expense on the long-term principal and $99,890 of interest related to the amortization of the debt discount on long-term loan created with the derivative liability. During the three month period ended September 30, 2024, Quantum Ventures transferred 6,133 shares to the Wilson-Davis sellers to pay for accrued interest of $92,083 on the Short-Term Notes and $259,058 on the Long-Term Notes. As of September 30, 2024, the principal balance on the Short-Term Notes was $4,640,104 and $150,803 in accrued interest net of $0 of unamortized debt discount, for a total carrying balance of $4,790,907 on the Short-Term Notes. As of September 30, 2024 the principal balance on the Long-Term Notes was $7,971,197 and $259,064 in accrued interest net of $521,646 of unamortized debt discount, for a total carrying balance of $7,708,615 on the Long-Term Notes.

Contingent Guarantee/ Merger Financing

In connection with the acquisition of Wilson-Davis, founder shares were transferred to the Wilson-Davis sellers, to cover a cash deficit of $6,000,000 (the Gross Proceeds Shortfall). The shares have a make-whole provision that is required to be accounted for under ASC 480. The Company has valued the obligation as of June 30, 2024 of $3,256,863 based on the cash value that would need to be renumerated by the Company. The value of the cash that would be paid was deemed to be the fair value of the contingent guarantee. The Company analyzed the public sales of the shares transferred to determine the amount of cash recovered less the $4,000,000 contingent guarantee resulting in a liability due of $3,256,863. As of February 9, 2024, the 885,010 shares transferred by Quantum Ventures and AtlasFintech were valued at $8,850,100 which was greater than the $4,000,000 guaranteed value as such the value of the guarantee was deemed to be zero on February 9, 2024. As a result of the decrease in stock prices through June 30, 2024, the Wilson-Davis sellers have recovered $743,137 in cash through sales of the shares transferred resulting in the value of the liability as of June 30, 2024 to be $3,256,863.

During the three-month period ended September 30, 2024, Atlas FinTech agreed to transfer 1,234,990 in shares of Common Stock to the Wilson-Davis sellers under the contingent guarantee, resulting in a reduction in the contingent guarantee of $1,210,290 based on the fair value of the shares transferred on the transfer date.

On August 9, 2024, the Company entered into an agreement to modify the terms of the contingent guarantee where the Company agreed to enter into a convertible note on the amount that had not yet been recovered through share issuances of $2,886,347 plus a 5% convenience fee, resulting in the Company issuing a convertible note of $3,030,665. This Convertible Promissory Note (the “Merger Financing Note”) was issued pursuant to that certain Post-Closing Agreement dated effective August 9, 2024 (the “Agreement”), by and between the Company and the former stockholders of Wilson-Davis, to address the remaining Gross Proceeds Shortfall that cannot be remedied by the transfer of Additional Shares. The Merger Financing Note was analyzed under ASC 480 and ASC 815, as a result of the Company not having sufficient shares authorized to settled the convertible note, the Merger Financing Note falls under ASC 815.

Under ASC 815, the conversion feature was bifurcated resulting in a conversion liability of $113,044 for the Merger Financing Note at issuance. As of September 30, 2024, the Company recognized $56,909 in interest expense on the principal and $10,707 of interest related to the amortization of the debt discount created with the derivative liability. See Note 12 for additional information on the fair value of the derivative.

The carrying balance of the Merger Financing Note as of June 30, 2025, net of principal converted to shares of $1,439,586, was $1,618,575, net of $24,215 in unamortized debt discount. The Company issued a total of 15,922,008 shares of Common Stock to the Wilson-Davis sellers for both the Long-Term Note and the Merger Financing Note for total of $2,565,931 in Principal and $113,791 of interest. The conversion rate of 90% of the trailing seven - trading day VWAP prior to payment was between $0.16 and $0.18 per share. As of September 19, 2025 the Merger Financing Note was paid in full and the Company recognized $24,215 in amortized debt discount and $23,599 in interest expense.

Tau Agreement - ELOC

On July 31, 2024, the Company and Tau Investment Partners LLC (“Tau”) entered into an at-the-market agreement (the “ELOC”). Pursuant to the ELOC, upon the terms of and subject to the satisfaction of certain conditions, the Company has the right from time to time at its option to direct Tau to purchase up to a specified maximum amount of shares of the Common Stock, up to a maximum aggregate purchase price of $10 million, over a 24-month term commencing on the date of the ELOC. The Company may request, on dates determined by it, individual advances up to the greater of 100,000 shares or such amount as is equal to 50% of the average daily volume traded of the Common Stock during the 30 trading days immediately prior to the date the Company requests each advance, subject to the aggregate limit of $10 million. Any such advance will reduce amounts that the Company can request for future advances and draw downs. The purchase price payable for the shares sold pursuant to any advance will be equal to 97% of the lowest volume weighted average price of the Common Stock during a pricing period of three consecutive trading days following Tau’s receipt of the applicable advance notice. Tau’s obligation to purchase the shares the Company requests to sell pursuant to any advance is conditioned upon, in addition to certain other customary closing conditions, the continued effectiveness of a registration statement pursuant to which Tau may freely sell the shares to be received.

The issuance and sale of the shares of Common Stock pursuant to the ELOC will be exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) thereof. The Company filed a registration statement with the Securities and Exchange Commission for the resale by Tau of at least 10,000,000 pre reverse split or 166,667 post reverse split shares of Common Stock.

When estimating the fair value, the Company has followed the guidance in ASC 820 Fair Value Measurement.

As both the Commitment Amount and Commitment Fee were issued in a single transaction and are both remeasured to fair value through earnings in each subsequent reporting period, the proceeds received should be allocated to each freestanding financial instrument on a pro rata basis.

When estimating the fair value, the Company has followed the guidance in ASC 820 Fair Value Measurement.

As both the Commitment Amount and Commitment Fee were issued in a single transaction and are both remeasured to fair value through earnings in each subsequent reporting period, the proceeds received should be allocated to each freestanding financial instrument on a relative fair value basis.As such, as of September 30, 2024 the Company requested advance notices for a total of $441,524 which resulted in approximately 38,500 shares to be issued. The Company recorded the initial fair value of the Commitment Amount at $391,017 and the Commitment Fee at $50,506 for total receivable under the ELOC of $441,524. The receivable under the Commitment Amount for the advances is $169,084 as of September 30, 2024.

The Company then recognized a day one charge to earning to record the Commitment Amount and the Commitment Fee at fair value at issuance of $575,136 and $74,289 reflecting an initial fair value of $966,153 for the Commitment Amount and $124,796 for the Commitment Fee liability.

During the three months period ended September 30, 2024, Tau sold and settled 24,092 of the shares which were issued under the ELOC resulting in realized sale of $303,001, Tau purchased the shares for $272,440 resulting in a realized gain to the Company of $30,562. As a result, the Company has a subscription receivable of $154,619 and received $148,382 in cash proceeds under the ELOC.

As of September 30, 2025, there are no share available under the ELOC and accordingly no further advances are anticipated. See Note 12 for additional information regarding the fair value method and related disclosures.

Second ELOC Agreement

On February 5, 2025, the Company and Tau entered into an at-the-market agreement (“Second ELOC Agreement”). Pursuant to the Second ELOC Agreement, upon the terms thereof and subject to the satisfaction of certain conditions, the Company has the right from time to time at its option to direct Tau to purchase up to a specified maximum amount of shares of Common Stock, up to a maximum aggregate purchase price of $12.25 million (the “Commitment Amount”), over the 24-month term of the Second ELOC Agreement. The Company may request, on dates determined by it, individual advances up to the greater of 2,000 shares or such amount as is equal to 50% of the average daily volume traded of the Common Stock during the 30 trading days immediately prior to the date the Company requests each advance, subject to the Commitment Amount. Any such advance will reduce amounts that the Company can request for future advances and draw downs. The purchase price payable for the shares sold pursuant to any advance will be equal to 97% of the lowest VWAP of the Common Stock during a pricing period of three consecutive trading days following Tau’s receipt of the applicable advance notice. Tau’s obligation to purchase the shares the Company requests to sell pursuant to any advance is conditioned upon, in addition to certain other customary closing conditions, the continued effectiveness of a registration statement pursuant to which Tau may freely sell the shares to be received.

The Company analyzed both the Commitment Amount and the Commitment Fee (as defined below) under ASC 480 and ASC 815. The Commitment Amount is classified as a liability and is initially measured at fair value. The Commitment Amount is subsequently measured at fair value at each reporting period with subsequent changes in fair value recorded in earnings. ASC 815-40-35-8 through 35-9 require an issuer to reassess the classification of both freestanding equity contracts and embedded equity features at each balance sheet date. If the classification changes because of events occurring during the reporting period, the instrument is reclassified as of the date of the event that caused the reclassification.

As consideration for the Second ELOC Agreement, the Company was to issue to Tau a fee equal to 1.25% of the Commitment Amount (the “Commitment Fee”) due in shares upon closing based on the closing price on the day prior to approval of the S-1. As the Commitment Fee is a variable share obligation within the scope of ASC 480, it must be initially and subsequently measured at fair value through earnings at each reporting period.

Promissory Notes

Interest Solutions, LLC. Shares of Common Stock may become issuable to Interest Solutions, LLC (“Interest Solutions”) pursuant to a convertible promissory note, dated as of February 9, 2024, in the aggregate principal amount of $275,000 (the “Interest Solutions Note”) at a price per share of $120, subject to adjustment. Accrued interest on the Interest Solutions Note is payable monthly, beginning on June 30, 2024, at a rate of 13% per annum and the Interest Solution Note matures on February 9, 2026. Until all payments have been made to the Wilson-Davis sellers, interest on the Interest Solutions Note may be paid in cash or shares of Common Stock valued at the then-current conversion price. Thereafter, all accrued interest must be paid in cash. During the three months ended September 30, 2025 and 2024, the Company recognized $8,913 and $9,011 in interest expenses, respectively. Quantum Ventures transferred shares to pay for $9,011 in accrued interest during the three months ended September 30, 2024. As of September 30, 2025 and June 30, 2025, there was $324,462 and $315,549 included in Promissory note payable. See Note 14 for disclosure regarding an amendment agreement entered on October 1, 2025.

JonesTrading Institutional Services LLC. Up to 3,283 shares of Common Stock may become issuable to JonesTrading Institutional Services LLC (“JonesTrading”), pursuant to a convertible promissory note, dated as of February 9, 2024, in the aggregate principal amount of $375,000 (the “JonesTrading Note”) at a price per share of $120.00, subject to adjustment. Accrued interest on the JonesTrading Note is payable monthly, beginning on June 30, 2024, at a rate of 13% per annum. Until all payments have been made to the Wilson-Davis sellers, interest on the Interest Solutions Note may be paid in cash or shares of Common Stock valued at the then-current conversion price. Thereafter, all accrued interest must be paid in cash. During the three-month period ended September 30, 2025 and 2024, the Company recognized $8,627 and $12,288 in interest expenses, respectively. On September 16, 2025, the Company and JonesTrading entered into an amendment to the promissory note agreement, whereby the conversion price floor of $2.00 was amended to $0.75. As a result, on September 16, 2025, the Company issued 585,229 shares of Common Stock at a conversion price of $0.75 in full settlement of $375,000 in principal and $63,922 of accrued interest. During the three months ended September 30, 2024, Quantum Ventures transferred 101 shares of Common Stock to pay for $12,288 in accrued interest. As of September 30, 2025 and June 30, 2025, there was $0 and $430,295 included in Promissory note payable.

Toppan Merrill LLC. The Company issued to Toppan Merrill LLC (“Toppan”) a promissory note, dated as of February 9, 2024, in the aggregate principal amount of $160,025 (the “Toppan Note”). The maturity date of the Toppan Note is February 8, 2026 and the note

accrues interest at a rate of 13% per annum. The principal and interest payments due under the note is not payable in shares of Common Stock. As of September 30, 2025 and June 30, 2025, there was $55,025 and $185,788, respectively, included in Promissory note payable.

Subscription Agreement

Up to $2,500,000 in shares of Common Stock may become issuable to Winston & Strawn LLP (“Winston & Strawn”) pursuant to a subscription agreement, dated as of February 9, 2024, between Winston & Strawn and the Company (the “Winston & Strawn Agreement”). Pursuant to the Winston & Strawn Agreement, the Company may issue $2,500,000 worth of shares of Common Stock as payment for legal services, in three equal installments of $833,333 beginning on August 9, 2024. As of September 30, 2025 and June 30, 202, the amount is included in Subscription agreement as a liability of $691,321 and $2,489,945, respectively. Due to the nature of the settlement terms, the Winston & Strawn Agreement was deemed to be a derivative liability to the Company as of June 30, 2025 under ASC 480. Change in fair value of the subscription agreement are measured at each reporting period with change reported in earnings. See valuation approach and further disclosure on Note 12.

Hanire Purchase Agreement

During the three months ended September 30, 2025, the Company received $200,000 as a good faith deposit towards the securities purchase agreement entered into on December 31, 2024 between the Company and Hanire, LLC (the “ Hanire Purchase Agreement”). An amendment to the Hanire Purchase Agreement is currently being negotiated. As such, the proceeds received are treated as due on demand non interest bearing advances. If terms or repayment and additional funding is not negotiated, the Company expects to refund the good faith deposit.

Debenture

On August 4, 2025, the Company entered into a securities purchase agreement (“August-Securities Purchase Agreement”) with an institutional investor under which the Company agreed to issue and sell, in a private placement, Series A convertible debentures (the “Debenture”) for an aggregate principal amount of $500,000, for a gross purchase price of $490,000, net of legal fees. The Debenture bears 10% interest and matures on August 3, 2026. The holder is entitled to convert the unpaid principal amount of the Debenture, plus accrued interest and penalties, at any time $0.15 per share. If, at any time after Closing, the Company receives financing from third party (excluding the Holder), the Company is required to pay to the Holder, in the form of cash, equity, or a combination of the two, solely at the discretion of the Holder, one hundred percent (100%) of the proceeds raised from the third party in excess of an aggregate amount of $10,000,000 (the “Threshold Amount”) until such time as the Face Amount of the Debenture has been paid in full. The Company agreed that, within sixty (60) calendar days after the Closing Date, the Company will file with the Securities and Exchange Commission (the “SEC”) (at the Company’s sole cost and expense) a registration statement, or an amendment to a previously-filed registration statement registering the resale of the shares of Common Stock underlying the Debenture.

The convertible debenture is within the scope of ASC 470-10 and is not an ASC 480 liability. The Company did not elect the fair value option under ASC 825-10. The instrument contains two embedded derivatives—the conversion option and the event-of-default feature—each of which requires bifurcation and separate measurement at fair value through earnings. Other redemption and prepayment features are clearly and closely related and remain within the debt host. The debenture is therefore recognized net of a debt discount, with the derivative liabilities recorded separately and subsequently remeasured to fair value through earnings. Interest expense will be recognized using the effective-interest method.

The Company recognized the discount of $362,067 at issuance consisting of the fair value of the derivative at issuance of $352,067, and $10,000 of transaction cost paid at closing. As a result the Company recognized $60,345 in amortized debt discount and $8,333 in interest expense for the three months ended September 30, 2025. The balance as of September 30, 2025 is $206,610, net of $301,723 of unamortized debt discount. See note 12 for additional disclosure regarding fair value of the derivative.

Convertible Notes

On September 16, 2025, September 19, 2025 and September 23, 2025, the Company entered into separate securities purchase agreements (each, a “September-Securities Purchase Agreement”) with certain institutional investors under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Convertible Note” and collectively, the “Convertible Notes”) for an aggregate principal amount of $6,000,000, for a gross purchase price of $5,000,000, reflecting a 20% original issue discount, before fees and other expenses. The Notes did not bear interest, and were to mature on the earlier of six months from issuance or the date that the Company completes a Qualified Financing (meaning an issuance and sale of capital stock raising gross proceeds of at least $10 million,

as defined in the Convertible Notes). The Convertible Notes were convertible into equity, at each holder’s option, at the closing of a Qualified Financing, at the same per share price as the securities sold in the Qualified Financing. The Notes were subject to customary events of default and related remedies.

The Convertible Notes are within the scope of ASC 470-10 and not an ASC 480 liability. The Company did not elect the ASC 825-10 fair value option. The instrument includes two embedded derivative features—the Conversion upon Qualified Financing and Event of Default acceleration—each meeting the definition of a derivative under ASC 815-15 and therefore requiring bifurcation and separate recognition at fair value. The Convertible Notes were issued at a 16.67% discount, and the aggregate discount (original issue plus bifurcation-related) will be amortized under ASC 835-30 using the effective interest method. The Convertible Notes did not bear any stated interest, and imputed interest was recognized accordingly. The Convertible Notes are presented as debt, with derivative liabilities separately disclosed and measured at fair value.

The Company recognized the discount of $1,682,154 at issuance consisting of the fair value of the derivative at issuance of $382,154, $1,000,000 originally issued discount and $300,000 of transaction cost paid at closing. As a result, the Company recognized $140,179 in amortized debt discount for the three months ended September 30, 2025. The balance as of September 30, 2025 was $4,458,026, net of $1,541,975 of unamortized debt discount. See note 12 for additional disclosure regarding fair value of the derivative.

v3.25.3
INTANGIBLE ASSETS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
INTANGIBLE ASSETS    
INTANGIBLE ASSETS

NOTE 9. INTANGIBLE ASSETS

Amortization expense was $355,795 and $307,191 for the three month period ended September 30, 2025 and September 30, 2024, respectively.

Intangible Assets of the company at September 30, 202 and June 30, 2025 are summarized as follows:

September 30, 2025

    

Est useful

    

Accumulated

    

Impairment

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Pacsquare assets – Proprietary Software

10 years

 

1,928,800

 

(192,299)

 

 

1,736,501

Customer Lists

12 years

 

14,625,000

 

(2,000,086)

 

 

12,624,914

Intangible Assets

$

22,696,325

$

(2,192,385)

$

$

20,503,940

June 30, 2025

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

 

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

 

10 years

 

1,928,800

 

(143,696)

 

 

1,785,104

Customer Lists

 

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

 

  

$

22,696,325

$

(1,836,590)

$

$

20,859,735

Below is a summary of the amortization of intangible assets for the next five years:

Fiscal Year

    

Amount

June 30, 2026

$

1,055,782

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,414,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

NOTE 12. INTANGIBLE ASSETS

Pacsquare Purchase Agreement

Pursuant to the transactions contemplated by a letter of intent, on February 16, 2024, AtlasClear and Pacsquare entered into a Source Code Purchase Agreement and Master Services Agreement (the “Pacsquare Purchase Agreement”), pursuant to which AtlasClear acquired the AtlasClear Platform. Pursuant to the Pacsquare Purchase Agreement, Pacsquare will develop, implement and launch the AtlasClear Platform and provide maintenance and support services as described in the agreement. The Pacsquare Purchase Agreement provides that Pacsquare will develop and deliver to AtlasClear the Level 1 equities trading platform and that it will develop and deliver all modules of the clearing platform within 12 months of signing the Pacsquare Purchase Agreement. AtlasClear owns all the intellectual property relating to the AtlasClear Platform, including the software and source code. The Pacsquare Purchase Agreement also granted AtlasClear a right of first refusal to any products or services that relate to trading, settlement, clearance or any other business of AtlasClear that Pacsquare proposes to offer to other persons. The purchase price for the assets was $4.8 million as follows: (i) $1.9 million, consisting of (A) $100,000 payable in a cash upon delivery of the source code and execution of the Pacsquare Purchase Agreement; (B) $850,000 payable in shares of Common Stock at a price of $6.00 per share; and (C) $950,000 to be paid in four monthly installments of $237,500, payable in shares of Common Stock at the price per share on the day of issuance and (ii) $2.7 million to be paid ratably on a module-by-module basis upon delivery and acceptance of each of the AtlasClear Platform modules. AtlasClear has sole discretion to determine whether any of the foregoing payments will be made in cash or shares of Common Stock. On June 10, 2025 the Company and Pacsquare entered into a Software Development and License agreement, where the parties agreed to supersede and replace the Pacsquare Purchase Agreement and to fully release one another form any and all obligations or claims arising from or pursuant to the prior agreement. Refer to Note 9 for additional discussion related to the Software Development and License agreement.

As of June 30, 2024, the Company has issued 5,600 shares of Common Stock, 2,361 of which were valued at $360 per share valued at $850,000, per agreed upon terms. 3,239 valued at $90 per share valued at $291,500 based on the fair value of common stock on March 12, 2024, the date the shares were issued pursuant to the terms of the Pacsquare Purchase Agreement. The Company paid $500,000 in cash and accrued $85,000 in accounts payable for total carrying value of $1,726,500. During year ended June 30, 2025, the Company issued 8,333 shares valued at $122,300 on issuance date to Pacsquare as additional consideration towards the AtlasClear platform and accrued and additional $80,000 in accrued invoices received, bringing the balance to $1,928,800 as of June 30, 2025. Of the $165,000 accrued as of March 31, 2025, the Company paid $125,000 in cash leaving $40,000 payable included in accounts payable. The AtlasClear platform commenced utilization as of the quarter ended December 31, 2024 as such amortization expense for the year ended June 30, 2025 is $143,696 and zero for the transition period ended June 30, 2024. The Company anticipates a useful life of 10 years.

Intangible Assets of the Company at June 30, 2025 are summarized as follows:

June 30, 2025

Est useful

    

    

Accumulated

    

Impairment

    

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

1,928,800

(143,696)

1,785,104

Customer Lists

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

$

22,696,325

$

(1,836,590)

$

$

20,859,735

    

June 30, 2024

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

 

1,726,500

 

 

 

1,726,500

Technology acquired

zero years

 

18,163,044

 

(317,231)

 

(17,845,813)

 

Customer Lists

12 years

 

14,625,000

 

(474,144)

 

 

14,150,856

Intangible Assets

$

40,657,069

$

(791,375)

$

(17,845,813)

$

22,019,881

Below is a summary of the amortization of intangible assets for the next five years:

Year

    

Amount

June 30, 2026

$

1,411,577

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,411,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

v3.25.3
STOCKHOLDERS' DEFICIT
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
STOCKHOLDERS' DEFICIT    
STOCKHOLDERS' DEFICIT

NOTE 10. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 25,000,000 shares of Preferred Stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2025 and June 30, 2025, there were no shares of Preferred Stock issued or outstanding.

Common stock — The Company is authorized to issue 500,000,000 shares of Common Stock. Holders of the Company’s Common Stock are entitled to one vote for each share. At September 30, 2025 and June 30, 2025, there were 126,819,145 and 40,165,603 shares of Common Stock outstanding, respectively.

The Common Stock commenced trading on the NYSE American LLC (“NYSE American”) under the symbol “ATCH” on February 12, 2024. AtlasClear Holdings’ public warrants (the “Public Warrants”) commenced trading on the over-the-counter market (the “OTC”) under the symbol “ATCH WS” on February 12, 2024.

On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors, as consideration for legal and consulting services provided to the Company prior to his employment. The shares were valued based on the closing price of the date of issuance of $0.21 for a total value of $169,920.

On August 11, 2025, the Company issued 200,000 shares of Common Stock as consideration for $40,000 in open invoices to a service provider.

Pursuant to a Software As A Services License Agreement, as payment in shares for services rendered during the three months period ended September 30, 2025, the Company issued 356,901 shares of Common Stock valued at the closing price on the date of issuance of $0.162 per share, resulting in compensation expense of $57,821.

Refer to Notes 6 and 8 for details regarding shares issued during the three months ended September 30, 2025 and 2024.

NOTE 14. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock — The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2025 and June 30, 2024, there were no shares of preferred stock issued or outstanding.

Common stock — The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2025 and June 30, 2024, there were 40,165,603 and 207,585, respectively.

In connection with the Closing, each share of Quantum’s common stock (“Quantum Common Stock” or “Public Shares”) that was outstanding and had not been redeemed was converted into one share of Common Stock. Each outstanding public warrant to purchase Quantum Common Stock became a warrant to purchase one-half of a share of Common Stock. Each outstanding warrant to purchase Quantum Common Stock initially issued in a private placement in connection with Quantum’s initial public offering became a warrant to purchase one share of Common Stock.

The Common Stock commenced trading on the NYSE American LLC (“NYSE”) under the symbol “ATCH” on February 12, 2024. AtlasClear Holdings’ warrants commenced trading on the over-the-counter market (the “OTC”) under the symbol “ATCH WS” on February 12, 2024.

Refer to Note 8, 9, 11 and 12 for details regarding shares issued during the year ended June 30, 2025.

v3.25.3
STOCK BASED COMPENSATION
3 Months Ended
Sep. 30, 2025
STOCK BASED COMPENSATION  
STOCK BASED COMPENSATION

NOTE 11. STOCK BASED COMPENSATION

Executive Employment Agreements and Equity Awards

In September 2025, the Company entered into the Schaible Employment Agreement, the Ridenhour Employment Agreement and the Patel Employment Agreement, each as discussed in Note 7.

Under the terms of these agreements, the executives are entitled to annual base salaries ranging from $350,000 to $500,000 over the three-year term, annual discretionary cash bonuses contingent upon Company profitability and board approval, and various stock-based awards under the Company’s equity incentive plan.

Time-Based Stock Awards

Each of Messrs. Schaible and Ridenhour received a one-time grant of 700,000 shares of common stock upon execution of their respective agreements and are entitled to receive an additional 286,842 shares on July 1, 2026, in each case subject to stockholder approval of an amendment to the Company’s equity incentive plan to increase the number of shares authorized for issuance thereunder. Each such grant vests on June 30 of the year following the grant date, subject to continued employment.

The grant-date fair value of the time-based awards was measured based on the closing price of the Company’s common stock on the respective grant dates and is recognized as compensation expense on a straight-line basis over the vesting period.

Performance-Based (Market Condition) Stock Awards

Each of Messrs. Schaible and Ridenhour is eligible to receive up to five performance-based stock awards, each equal to 1% of the Company’s total outstanding shares at the time of grant, and Mr. Patel is eligible to receive up to five performance-based stock awards, each equal to 0.5% of the Company’s total outstanding shares, upon achievement of specified stock price milestones, in each case subject to stockholder approval of an amendment to the Company’s equity incentive plan to increase the number of shares authorized for issuance thereunder.

These milestones are based on the Company’s common stock achieving a 10-day volume-weighted average price (“VWAP”) of $0.75, $1.00, $1.24, $1.49, and $1.74, respectively. Each award vests over three years following achievement of the applicable stock price target, subject to continued employment.

Because these awards include market conditions, the Company estimated their grant-date fair value using a Monte Carlo simulation model. The following table summarizes the key assumptions used in the valuation of these awards:

Assumption

    

September 2025 Grants

 

Expected volatility

 

140.6

%

Risk-free interest rate

 

3.5

%

Expected term

 

3.0

years

Expected dividend yield

 

0

%

Fair value per share (Tranche 1)

$

0.66

Fair value per share (Tranche 2)

$

0.65

Fair value per share (Tranche 3)

$

0.64

Fair value per share (Tranche 4)

$

0.63

Fair value per share (Trance 5)

$

0.62

Compensation cost for these awards will be recognized over the derived service period, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered.

As of September 30, 2025, none of the stock price milestones had been achieved and no shares had vested under the performance-based awards.

Stock-Based Compensation Expense

Stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows:

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Time-based stock awards

$

53,492

$

Market-based stock awards

$

101,919

$

Total stock-based compensation expense

$

155,411

$

As of September 30, 2025, total unrecognized compensation cost related to unvested time- and market-based stock awards was approximately $11,273,921, which is expected to be recognized over a weighted-average period of 2.75 years.

v3.25.3
FAIR VALUE MEASUREMENTS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
FAIR VALUE MEASUREMENTS    
FAIR VALUE MEASUREMENTS

NOTE 12. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2025 and June 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

    

    

September 30, 

    

June 30, 

Description

Level

2025

2025

Assets:

Trading securities

1

$

5

$

5

 

 

  

 

  

Liabilities:

 

Subscription agreement

3

$

691,321

$

2,489,945

Warrant liability – Private Warrants

3

$

184,594

$

123,062

Earnout liability

3

$

11,485,000

$

11,369,000

Convertible notes Chardan derivative

 

3

$

$

103,185

Merger financing derivative

 

3

$

$

63,696

Tau agreement

3

$

$

539,787

Debentures – derivative

3

$

1,189,955

$

Convertible Notes – derivative

 

3

$

435,027

$

Subscription Agreement

On February 9, 2024, the Registrant entered into the Winston & Strawn Agreement, as described in Note 8.

The Winston & Strawn Agreement is considered a variable-share obligation under ASC Topic 480 (“Distinguishing Liabilities from Equity”). The Winston & Strawn Agreement meets the requirements for classification under ASC 480 and as a result is required to be accounted for as a liability under ASC 480 and is presented as such on the Condensed Consolidated Balance Sheets. The Company will record a change in fair value on each reporting period until settlement in its Condensed Consolidated Statement of Operations. See Note 8 for further discussion.

As of September 30, 2025 the Company had not issued the shares as stipulated under the agreement and, as such, the Company determined that utilizing a Monte Carlo model was no longer appropriate considering the economic nature of the contract. The Company anticipates making cash payments to settled the obligations. As such, the Winston & Strawn Agreement was valued using the Discounted Cash flow approach to better determine the fair value of the Winston & Strawn Agreement. The agreement does not have any specific provision regarding default. The key valuation input under the discounted cash flow approach was 11% discount rate applied to the anticipated cash out flows over a year.

The key inputs into the Monte Carlo model for the Subscription Agreement were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Equity volatility

 

167.7

%

Risk-free rate

 

4.21

%

Warrant Liability

The private placement warrants originally issued by Quantum and assumed by the Company in connection with the Business Combination (the “Private Warrants”) were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations.

The Private Warrants were, initially and as of the end of each subsequent reporting period, valued using a lattice model, specifically a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in

determining the fair value of the Private Warrants is the expected volatility of the Company’s Common Stock. The expected volatility of the Company’s Common Stock was determined based on the implied volatility of the publicly traded Public Warrants.

The key inputs into the Black-Scholes model for the Private Warrants were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Risk-free rate

 

3.59

%  

 

3.67

%

Dividend yield

 

0.00

%  

 

0.00

%

Volatility

 

149.4

%  

 

167.7

%

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 2029

 

February 2029

Earnout Liability

The liability associated with the Earnout Shares was, initially as of February 9, 2024, valued using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity.

The key inputs into the Monte Carlo model for the Earnout liability were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Revenue volatility

 

12.00

%  

 

12.00

%

Discount factor for revenue

 

9.95

%  

 

9.31

%

Convertible Note Derivatives

The conversion derivative, associated with Short-Term Notes, Long-Term Notes and the Chardan Note was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative liability in the consolidated statements of operations. The convertible note derivative is made up of the fair value of the embedded conversion option included in the Long-Term Notes and the Chardan Note with a fair value as of September 30, 2025 of $0, and $0. The fair value of the embedded conversion option included in the Long-Term Notes and the Chardan Note with a fair value as of June 30, 2025 of $103,185 and $0, respectively, totaling $103,185.

Long-Term Notes

As of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Long-Term Notes at $103,185. During the three months ended September 30, 2025 the Long-Term Notes were settled in full as such the derivative was settled in full with a zero value as of September 30, 2025.

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

167.7

%

Effective expiration date

February 2026

Chardan Note

As of June 30, 2025 the conversion feature of the Chardan Note was valued using Monte Carlo model resulting in the fair value of the conversion option at $0. During the three months ended September 30, 2025 the Chardan Note was fully converted into shares and was settled in full as such the derivative was settled in full with a zero value as of September 30, 2025.

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

47.6

%

Effective expiration date

 

September 30, 2025

Secured Convertible Note

As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of June 30, 2025 valuation of the Secured Convertible Note conversion feature now was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of June 30, 2025, the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Secured Convertible Note at $0. See Note 9 for additional information. The Company has sufficient shares authorized and, as such, as of September 30, 2025 the Company no longer requires bifurcation of the conversion feature.

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

Merger Financing Note

As of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Merger Financing Note at $63,696. During the three months ended September 30, 2025, the Merger Financing Note was settled in full as such the derivative was settled in full with a zero value as of September 30, 2025.

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

Tau Agreement

As discussed in Note 8 the Tau Agreement no longer has share available to utilize and management does not intend to utilize the ELOC. As such as of September 30 2025 was deemed to be zero. As of June 30, 2025 both the Commitment Amount and the Commitment Fee were valued using Monte Carlo model resulting in the fair value of the Commitment Amount at $539,448 and the Commitment Fee at $337.

The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 was as follows:

    

June 30,

 

Input

2025

 

Anticipated Monthly Advance Amounts

$

40,000

Risk-free rate

3.75

%

Volatility

167.7

%

Effective expiration date

July 2026

Debenture Derivative

On August 4, 2024 the Company issued the Debenture as discussed in Note 8. The Company determined that the conversion feature was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of September 30, 2025 and August 4, 2025, the issuance date, the Debenture was valued using Scenario Based Methodology model resulting in the fair value of the conversion option included in the Debenture embedded derivative at $1,189,955 and $352,067, respectively. See Note 8 for additional information.

The key inputs into the Monte-Carlo model for the conversion derivative as of September 30, 2025 and August 4, 2025 were as follows:

    

September 30, 

    

August 4,

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.22

Risk-free rate

3.66

%  

3.75

%

Discount rate

10.99

%  

15.41

%

Probability of default

15.0

%  

15.0

%

Recovery rate

 

42.9

%  

 

42.9

%

Volatility

 

149.4

%  

 

165.9

%

Effective expiration date

 

August 2026

 

August 2026

Convertible Note Derivative

On September 16, 2024 the Company issued Convertible Notes as discussed in Note 8. The Company determined that the conversion feature was required to be bifurcated under ASC 815 and, as such, the Company fair valued the embedded derivative. As of September 30, 2025 and September 16, 2025, the issuance date, the Convertible Notes derivative was valued using a Scenario Based methodology model resulting in the fair value of the embedded derivatives included in the Convertible Notes at $435,027 and $382,154, respectively. See Note 8 for additional information.

The key inputs into Scenario Based Method for the conversion derivative as of September 30, 2025 and September 16, 2025 were as follows:

September 30,

September 16,

 

Input

    

2025

    

2025

 

Discount rate

 

10.96

%  

11.21

%

Probability of default

 

8.27

%  

8.98

%

Recovery rate

 

42.90

%  

42.90

%

Effective expiration date

 

March 2026

 

March 2026

The following table presents the changes in the fair value of the following:

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2025

$

123,062

$

539,787

Write of receivable

(205,238)

Change in valuation inputs or other assumptions

61,531

(334,549)

Fair value as of September 30, 2025

$

184,593

$

Private

Tau

Placement

Agreement

    

Warrants

    

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

 

 

1,090,949

Transferred to equity

 

 

(303,000)

Change in valuation inputs or other assumptions

 

(246,125)

 

184,559

Fair value as of September 30, 2024

$

61,531

$

972,508

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

Change in valuation inputs or other assumptions

(103,185)

116,000

Fair value as of September 30, 2025

$

$

11,485,000

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

$

12,298,000

Change in valuation inputs or other assumptions

 

(14,320,179)

 

340,000

Fair value as of September 30, 2024

$

2,142,511

$

12,638,000

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2025

$

2,489,945

$

63,696

Change in valuation inputs or other assumptions

 

(1,798,624)

 

(63,696)

Fair value liability as of September 30, 2025

$

691,321

$

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2024

$

2,425,647

$

Initial measurement

 

 

113,044

Change in valuation inputs or other assumptions

 

34,841

 

63,195

Fair value liability as of September 30, 2024

$

2,460,488

$

176,239

    

    

Secured

Contingent

Convertible

Guarantee

Derivative

Fair value as of June 30, 2024

$

3,256,863

$

Shares issued as partial payment

(1,210,290)

Change in valuation inputs or other assumptions

839,774

89,535

Exchange to Merger financing note

(2,886,347)

Fair value as of September 30, 2024

$

$

89,535

Convertible

Debenture

Notes

    

Derivative

    

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

352,067

 

382,154

Change in valuation inputs or other assumptions

 

837,888

 

52,873

Fair value as of June 30, 2025

$

1,189,955

$

435,027

There were no transfers between levels during the three months ended September 30, 2025 and 2024.

NOTE 17. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2025 and June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

    

    

June 30, 

    

June 30, 

Description

Level

2025

2024

Assets:

 

 

  

 

  

Trading securities

 

1

$

5

$

Liabilities:

 

 

  

 

  

Subscription agreement

3

$

2,489,945

$

2,425,647

Contingent Guarantee

3

$

$

3,256,863

Warrant liability – Private Warrants

 

3

$

123,062

$

307,656

Earnout liability

3

$

11,369,000

$

12,298,000

Convertible notes derivative

3

$

103,185

$

16,462,690

Merger financing derivative

3

$

63,696

$

Tau agreement

 

3

$

539,787

$

Subscription Agreement

On February 9, 2024, the Registrant entered into a Subscription Agreement and Discharge Agreement with Winston & Strawn LLP (“Winston”) Calculator New Pubco, Inc. and Quantum, as described in Note 9.

The Subscription Agreement is considered a variable-share obligation under ASC Topic 480 (“Distinguishing Liabilities from Equity”). The Subscription Agreement meets the requirements for classification under ASC 480 and as a result is required to be accounted for as a liability under ASC 480 and is presented as such on the Consolidated Balance Sheets. The Company will record a change in fair value on each reporting period until settlement in its Consolidated Statement of Operations. See note 9 for further discussion.

The key inputs into the Monte Carlo model for the Subscription Agreement were as follows:

June 30, 

June 30, 

 

Input

    

2025

    

2024

 

Market price of public shares

$

0.19

$

62.40

Equity volatility

 

167.7

%  

 

26.2

%

Risk-free rate

 

4.21

%  

 

5.05

%

Contingent Guarantee

In connection with the acquisition of Wilson-Davis, Founder shares were transferred to cover a cash deficit of $4,000,000. The share has a make-whole provision that require to be accounted for under ASC 480. The Company has valued the obligation as of June 30, 2024 of $3,256,863 based on the cash value that would need to be renumerated by the Company. The value of the cash that would be paid was deemed to be the fair value of the contingent guarantee. The Company issued shares valued at $1,210,290 during the nine months ended June 30, 2025 and based on the value of shares sold as of August 8, 2024 the Company was obligated to repay $2,886,347 under the contingent guarantee, resulting in a change in fair value of $839,775. On August 9, 2024 the Company issued convertible note to modify the repayment conditions, resulting in the extinguishment of the contingent liability and recognizing the fair value of the convertible note agreement referred to as Merger financing, see Note 9 for further discussion and below.

Warrant liability

The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the consolidated statements of operations. See note 15 for further discussion.

The Private Placement Warrants were, initially and as of the end of each subsequent reporting period, valued using a lattice model, specifically a Black-Scholes model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the publicly traded Public Warrants.

The key inputs into the Black-Scholes model for the Private Warrants were as follows:

    

June 30, 

    

June 30, 

Input

2025

2024

Market price of public shares

$

0.19

$

62.40

Risk-free rate

 

3.67

 

4.27

%  

Dividend yield

 

0.00

 

0.00

%  

Volatility

 

167.7

 

58.7

%  

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 29

 

February 29

Earnout Liability

The Earnout liability was, initially and as of February 9, 2024, valued using a Monte Carlo simulation to determine if and when the revenue hurdles would be achieved. The revenue volatility and revenue to equity correlation was based upon the same guideline public companies. The Monte Carlo simulation was performed simultaneously on both the share price and revenue to account for the correlation between revenue and equity.

The key inputs into the Monte Carlo model for the Earnout liability were as follows:

June 30, 

June 30, 

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

62.40

Revenue volatility

 

12.00

%  

 

15.00

%

Discount factor for revenue

 

9.31

%  

 

9.69

%

Convertible Note Derivatives

The Conversion derivative, associated with Short-term notes, Long-Term notes, and the Chardan Note was accounted for as a liability in accordance with ASC 815-40. The Conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Conversion derivative liability in the consolidated statements of operations. The Convertible note derivative is made up of the fair value of the embedded conversion option included in the Short-term notes, Long-Term notes, and the Chardan Note with a fair value as of June 30, 2025 of $0, $103,185 and $0, respectively, totaling $103,185. As of June 30, 2024 of $4,807,692, $7,664,613 and $3,990,385, respectively, totaling $16,462,690.

Short-Term Note

On February 9, 2024, the Company issued short-term notes to the former officers and directors of Wilson-Davis. The short-term notes have a conversion feature that qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024, and June 30, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement. The conversion feature is deemed to include an embedded derivative that requires bifurcation and separate account. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability with the offset being a discount to the note. The discount will be amortized as interest expense over the term of the short-term note(s). The derivative liability will be revalued at each reporting period with the change being charged to the income statement. The original derivative liability – for the short term note notes was valued at $487,329. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $4,320,363 to $4,807,692. The original $487,929 discount was amortized over the 90-day maturity. As of June 30, 2024, the Company did not repay the short-term notes, as such has incurred penalty interest from 9% to 13% until the note is repaid. The note was due on demand.

As of June 30, 2025, the sellers requested conversion of all principal and interest as such the shorth term loan was fully settled. See Note 9 for additional information.

The key inputs into the Black-Scholes model for the Conversion derivative were as follows:

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

5.49

Dividend yield

 

0.00

Volatility

 

14,643.0

Exercise price

$

0.99

Effective expiration date

May 2024

Long-Term Note

On February 9, 2024, the Company issued long-term notes to the former officers and directors of Wilson-Davis. The long-term notes have a conversion feature that qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024 and June 30, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement.The conversion feature is deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability with the offset being a discount to the notes. The discount will be amortized as interest expense over the term of the notes. The derivative liability will be revalued at each reporting period with the change being charged to Derivative liability – convertible notes. The original derivative liability – for the long term note notes was valued at $776,919. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $6,887,694 to $7,664,613. The original $776,919 discount will be amortized over the maturity.

As a result of the changes in stock price, the Company determined that as of June 30, 2025 valuation of the convertible note conversion feature under Black-Scholes was no longer appropriate as it does not take into account the probability of multiple components. As such as of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the long term loan at $103,185. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

The key inputs into the Black-Scholes model for the Conversion derivative were as follows:

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.90

Dividend yield

 

0.00

Volatility

 

14,461

Exercise price

$

0.99

Effective expiration date

February 2026

Chardan Note

In connection with the Closing, AtlasClear Holdings and Chardan agreed that the fee, in the amount of $7,043,750, payable by Quantum to Chardan upon the Closing pursuant to the terms of the business combination marketing agreement entered into in connection with Quantum’s initial public offering, would be waived in exchange for the issuance by AtlasClear Holdings to Chardan of the Original Chardan Note in the aggregate principal amount of $4,150,000. The Original Chardan Note was issued by AtlasClear Holdings at the Closing. The Original Chardan Note had a stated maturity date of February 9, 2028. Interest accrued at a rate per annum equal to 13%, and was payable quarterly on the first day of each calendar quarter. On each interest payment date, the accrued and unpaid interest would have been, at the election of AtlasClear Holdings, either paid in cash or, subject to the satisfaction of certain conditions, in shares of Common Stock, at a rate equal to 85% of the VWAP for the trading day immediately prior to the applicable interest payment date. On October 23, 2024, the Company, Quantum Ventures, Chardan and Chardan Quantum LLC entered into the Settlement Agreement. In connection with the Settlement Agreement, Chardan exchanged the Chardan Note for an amended non-interest bearing, convertible note in the aggregate principal amount of $5,209,764 (as amended, the “Chardan Note”). While the Chardan Note does not bear interest, it can be converted from time to time by Chardan into shares of Common Stock, on terms substantially similar to the conversion provisions in the Original Chardan Note, and any remaining outstanding principal is to be repaid in full on the same maturity date as the Original Chardan Note.

The Chardan Note qualifies for derivative treatment in accordance with ASC 815-40. On February 9, 2024, the Company valued the derivatives using a Black-Scholes model which is considered to be a Level 3 fair value measurement. The original derivative liability – for the Chardan Note was valued at $404,483. On June 30, 2024, a Black-Scholes calculation was performed (see below chart) and the value of the fair value of the derivative liability – convertible notes increased $3,585,901 to $3,990,385. The original $404,483 discount will be amortized over the maturity. See Note 9 for additional information.

In addition, on each conversion date AtlasClear Holdings was required to pay to Chardan in cash (or, at AtlasClear Holding’s option and subject to certain conditions, a combination of cash and Common Stock) all accrued interest on the Chardan Note and all interest that would otherwise accrue on the amount of the Note being converted if such converted amount would be held to three years after the applicable conversion date.

As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of March 31, 2025, valuation of the convertible note conversion feature under Black-Scholes was no longer appropriate as it does not take into account the probability of multiple components. As such, as of June 30, 2025, the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Chardan Note at $0. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

 

47.6

%

Effective expiration date

September 30, 2025

The key inputs into the Black-Scholes model for the conversion derivative are as follows:

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.52

Dividend yield

 

0.00

Volatility

 

166,681.0

Exercise price

$

0.84

Effective expiration date

February 2028

Secured Convertible Note

As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that as of June 30, 2025 valuation of the secured convertible note conversion feature now was required to be bifurcated under ASC 815 as such the Company fair valued the embedded derivative. As such as of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Secured Convertible Note at $0. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

Merger Financing

As discussed above under Contingent Guarantee, on August 9, 2024 the Company issued convertible note to modify the repayment conditions, resulting in the extinguishment of the contingent liability and recognizing the fair value of the convertible note agreement. As a result of the changes in stock price, the limitation on authorized shares to comply with the conversion option, the Company determined that the merger financing notes conversion feature was required to be bifurcated under ASC 815 as such the Company fair valued the embedded derivative. As such as of June 30, 2025 and August 9, 2024 the issuance date the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Merger financing notes at $63,696 and $113,044, respectively. See Note 9 for additional information.

The key inputs into the Monte-Carlo model for the Conversion derivative as of June 30, 2025 and August 9, 2024 were as follows:

    

June 30,

    

August 9,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

4.13

%  

 

4.78

%

Discount rate

 

15.63

%  

 

16.98

%

Probability of default

 

14.3

%  

 

25.4

%

Recovery rate

 

28.9

%  

 

28.9

%

Volatility

 

167.7

%  

 

37.2

%

Effective expiration date

 

February 2026

 

February 2026

Tau Agreement

As discussed in Note 9 the Tau Agreement has both a Commitment Amount and a Commitment fee that requires to be fair valued under ASC 815 and ASC 480, respectively. As such as of June 30 2025 and July 31, 2024 the issuance date both the Commitment Amount and the Commitment Fee were valued using Monte Carlo model resulting in the fair value of the Commitment Amount at $539,448 and $966,153, respectively and the Commitment Fee at $337 and $124,796, respectively.

The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 and July 31, 2024 were as follows:

    

June 30,

    

July 31

 

Input

2025

2024

 

Anticipated Monthly Advance Amounts

$

40,000

$

40,000

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

July 2026

February 2027

The key inputs into the Monte-Carlo model for the Commitment Fee as of issuance date of, June 30, 2025 and July 31, 2024were as follows:

    

June 30,

    

July 31,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

February 2027

 

July 2026

The following table presents the changes in the fair value of the following:

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

1,090,949

Fair value of advance requests

1,652,300

Transferred to equity

(1,911,472)

Change in valuation inputs or other assumptions

(184,594)

(291,990)

Fair value as of June 30, 2025

$

123,062

$

539,787

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

 

$

12,298,000

Change in valuation inputs or other assumptions

 

(16,359,505)

 

 

(929,000)

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

    

Subscription

    

Contingent

Agreement

Guarantee

Fair value as of June 30, 2024

$

2,425,647

$

3,256,863

Shares issued as partial payment

 

 

(1,210,290)

Change in valuation inputs or other assumptions

 

64,298

 

839,774

Exchanged to Merger financing note

 

 

(2,886,347)

Fair value as of June 30, 2025

$

2,489,945

$

    

Merger

    

Secured

Financing

Convertible

Derivative

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

113,044

 

89,535

Change in valuation inputs or other assumptions

 

(49,348)

 

(89,535)

Fair value as of June 30, 2025

$

63,696

$

There were no transfers between levels during the year ended June 30, 2025 and the six months transition period ended June 30, 2024.

v3.25.3
SEGMENT REPORTING
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SEGMENT REPORTING    
SEGMENT REPORTING

NOTE 13. SEGMENT REPORTING

The Company operates as one reportable segment in accordance with ASC 280, Segment Reporting. The single reportable segment reflects the Company’s core business operations of securities broker and dealer, dealing in over-the-counter and listed securities.

The Chief Operating Decision Maker (CODM), identified as the Chief Financial Officer, who reviews financial performance and allocates resources on a consolidated basis. The Company’s internal reporting is prepared and reviewed as a single operating unit, without disaggregated information by product line, region, or customer type. Accordingly, the Company has determined that it operates in a single reportable segment.

The following table presents revenue and operating income (loss) for the periods presented:

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Commissions

$

2,334,389

$

1,383,828

Vetting fees

 

371,700

 

365,383

Clearing fees

 

714,349

 

1,047,712

Net gain/(loss) on firm trading accounts

 

(111)

 

1,711

Other revenue

 

830,263

 

5,448

Total revenue

$

4,250,590

$

2,804,082

Loss from operations

$

(877,238)

$

(941,102)

Total assets

$

73,634,759

$

55,994,817

Corporate general and administrative expenses are not allocated to any specific operating component and are included within total operating income.

Segment Assets

The Company does not report separate asset information by segment to the CODM. However, in accordance with ASC 280-10-50-30, the Company has elected to disclose total segment assets, which are equal to consolidated total assets. The table above summarizes total assets.

NOTE 18. SEGMENT REPORTING

The Company operates as one reportable segment in accordance with ASC 280, Segment Reporting. The single reportable segment reflects the Company’s core business operations of securities broker and dealer, dealing in over-the-counter and listed securities.

The Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer, who reviews financial performance and allocates resources on a consolidated basis. The Company’s internal reporting is prepared and reviewed as a single operating unit, without disaggregated information by product line, region, or customer type. Accordingly, the Company has determined that it operates in a single reportable segment.

The following table presents revenue and operating income (loss) for the periods presented:

    

    

For the Transition 

Year Ended 

Period Ended 

    

June 30, 2025

    

June 30, 2024

Commissions

$

5,937,532

$

2,679,673

Vetting fees

 

1,459,321

 

499,125

Clearing fees

 

3,165,714

 

756,393

Net gain/(loss) on firm trading accounts

 

6,580

 

10,046

Other revenue

 

287,465

 

56,246

Total revenue

$

10,856,612

$

4,001,483

Loss from operations

$

(4,917,281)

$

(14,268,826)

Total assets

$

60,892,833

$

57,466,554

Corporate general and administrative expenses are not allocated to any specific operating component and are included within total operating income.

Segment Assets

The Company does not report separate asset information by segment to the CODM. However, in accordance with ASC 280-10-50-30, the Company has elected to disclose total segment assets, which are equal to consolidated total assets. The table above summarizes total assets.

v3.25.3
SUBSEQUENT EVENTS
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUBSEQUENT EVENTS    
SUBSEQUENT EVENTS

NOTE 14. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, other than as described below.

Convertible Note Financing

On October 8, 2025, the Company entered into the Restated SPA with Funicular, which amended and restated in its entirety the securities purchase agreement, dated February 9, 2024, pursuant to which the Company had issued and sold to Funicular, in a private placement, the Secured Convertible Note, in the original principal amount of $6,000,000. Pursuant to the Restated SPA, the Company issued and sold to Funicular, for a purchase price of $10,000,000, the Restated Note, which amends and restates the Secured Convertible Note in its entirety. The principal amount of the Restated Note is $10,097,782, consisting of the $10,000,000 purchase price plus $97,782 in remaining outstanding principal under the Secured Convertible Note.

The Restated Note has a stated maturity date of October 8, 2030. Interest accrues at a rate per annum equal to 11%, and is payable semi-annually on each June 30 and December 31. On each interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind by increasing the principal amount of the Restated Note. In the event of an Event of Default (as defined in the Restated Note), in addition to Funicular’s other rights and remedies, the interest rate would increase to 14% per annum. The Restated Note is convertible, in whole or in part, into shares of the Company’s common stock at the election of the holder at any time at an initial conversion price of $0.75 per share (the “Conversion Price”). The Conversion Price is subject to adjustment if the Company issues or is deemed to issue shares of common stock at a price below the then-current conversion price (subject to certain exceptions), and is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. The Restated Note contains covenants which, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, incur additional liens and sell its assets or properties.

The Restated Note is secured by a perfected security interest in substantially all of the existing and future assets of the Company and each Grantor (as defined in the Security Agreement, as defined below), including a pledge of all of the capital stock of each of the Grantors, subject to certain exceptions, as evidenced by (i) the security agreement, dated as of February 9, 2024 (the “Security Agreement”), among the Company, each of the Company’s subsidiaries and Funicular, and (ii) the guaranty, dated as of February 9, 2024 (the “Guaranty”), executed by each of the Company’s subsidiaries pursuant to which each of them has agreed to guaranty the obligations of the Company under the Restated Note and the other Loan Documents (as defined in the Restated Note), each of which was entered into in connection with the Funicular Note.

Pursuant to the Restated SPA, the Company agreed, among other things, that if the Restated Note becomes convertible into a number of shares of common stock in excess of 19.9% of the Company’s total number of shares of common stock outstanding, to seek the approval of its stockholders for the issuance of all shares of common stock issuable upon conversion of the Restated Note in excess of that amount, in accordance with the rules of the NYSE American.

Equity Financing

On October 8, 2025, the Company entered into the Equity SPA with certain institutional investors (each, an “Investor”), including Funicular, pursuant to which the Company agreed to issue and sell, in a private placement, 16,666,666 Units for a purchase price of $0.60 per Unit. Each Unit consists of one share of the Company’s common stock and one warrant (each, a “2025 Warrant”) to purchase common stock.

The 2025 Warrants are immediately exercisable on a cash basis or exchangeable on a cashless basis and will expire five years from the date of issuance. Each 2025 Warrant will be initially exercisable for one share of common stock at an initial exercise price of $0.75 per share, subject to adjustment for stock splits, distributions and the like (the “Initial Exercise Price”). The Initial Exercise Price is also subject to potential increase if the Company completes certain subsequent offerings at a price greater than the Initial Exercise Price while the 2025 Warrants remain outstanding. At any time after the issuance of the 2025 Warrants, the holder of the 2025 Warrants may exchange the 2025 Warrants on a cashless basis for a number of shares of common stock determined by multiplying the total number of shares with respect to which the 2025 Warrant is then being exercised by the Black Scholes Value (as defined in the 2025 Warrant) divided by the lower of the two closing bid prices of the common stock in the two days prior the time of such exercise.

In the event of a Fundamental Transaction (as defined in the 2025 Warrants), the holders of the 2025 Warrants will be entitled to receive upon exercise of the 2025 Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the 2025 Warrants immediately prior to such Fundamental Transaction. Additionally, as more fully described in the 2025 Warrants, the holders of the 2025 Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the 2025 Warrant in connection with a Fundamental Transaction. If the Company fails to timely deliver the shares of common stock issuable upon exercise of the 2025 Warrants, the Company will be subject to liquidated damages.

Subject to the provisions of the Equity SPA, if, during the 12-month period commencing on the date of the closing, the Company carries out one or more Subsequent Financings (as defined in the Equity SPA), each Investor that purchases $50,000 or more of Units will have the right to participate in an amount up to 100% of such Investor’s investment amount under the Equity SPA in any such securities offered by the Company, subject to certain exceptions.

The Company engaged Dawson James Securities, Inc. as the placement agent (the “Placement Agent”) with respect to the offering of the Note and the Units. The Company agreed to pay the Placement Agent’s fees totaling (i) 4.5% of the aggregate gross from the sale of the Restated Note, (ii) 6% of the aggregate gross proceeds from the sale of the Units to current or previous investors not introduced to the Company by the Placement Agent and (iii) 7% of the aggregate gross proceeds from the sale of the Units to investors introduced to the Company by the Placement Agent, and to reimburse the Placement Agent’s expenses (subject to a cap). The Company also agreed to issue warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock to the Placement Agent and its designees.

$500,000 of the Units sold pursuant to the Equity SPA were purchased by Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors and the Chief Executive Officer of the Placement Agent.

The closings of the issuance and sale of the Note and the Units occurred on October 9 through October 14, 2025, and the Company issued an aggregate of 16,666,666 shares of Common Stock.

At the closings, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file one or more registration statements covering the resale of the shares of common stock included as part of the Units, as well as the shares issuable upon conversion of the Restated Note or exercise of the Warrants. The Company will be subject to liquidated damages if it fails to meet certain conditions set forth in the Registration Rights Agreement.

Issuances of Common Stock

On October 1, 2025, the Company and Interest Solutions entered into an amendment to the Interest Solutions Note whereby the conversion price floor of $2.00 was amended to $0.5627. As a result, on October 1, 2025, the Company issued 576,616 shares of Common Stock at a conversion price of $0.5627 in full settlement of $275,000 in principal and $49,462 of accrued interest.

On October 13, 2025, the Company and a vendor entered into a settlement agreement and release, whereas the Company agreed to issue 192,744 shares of Common Stock in settlement of $34,000 of a vendor payable balance.

On October 13, 2025 the Company issued 325,000 shares of Common Stock to consultants for services rendered. The shares were valued based on the date the date shares were issued for total compensation expenses of $132,372.

NOTE 19. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, other than as described below.

On August 4, 2025, the Company entered into a securities purchase agreement (“August-Securities Purchase Agreement”) with an institutional investor under which the Company agreed to issue and sell, in a private placement, Series A convertible debentures (, a “Debenture”) for an aggregate principal amount of $500,000, for a gross purchase price of $490,000, net of legal fees. The Debenture bear a 10% interest and mature on August 3, 2026. The holder is entitled to convert the unpaid Face Amount of this Debenture, plus accrued interest and penalties, any time following a Closing Date, at $0.15 per share. If, at any time after Closing, the Company receives financing from third party (excluding the Holder), the Company is required to pay to the Holder, in the form of cash, equity, or a combination of the two, solely at the discretion of the Holder, one hundred percent (100%) of the proceeds raised from the third party in excess of an aggregate amount of $10,000,000 (the “Threshold Amount”) until such time as the Face Amount of the Debenture has been paid in full. The Company agrees that, within sixty (60) calendar days after the Closing Date, the Company will file with the Securities and Exchange Commission (the “SEC”) (at the Company’s sole cost and expense) a registration statement, or an amendment to a previously-filed registration statement (as applicable, a “Registration Statement”) registering the resale of the Conversion Shares underlying the Debenture sold at such Closing.

On September 12, 2025, the Company received $100,000 as a good faith deposit towards the Hanire Purchase Agreement. The amendment to the agreement is currently being negotiated until fully consummated.

On September 16, 2025, September 19, 2025 and September 23, 2025, the Company entered into separate securities purchase agreements (each, a “September-Securities Purchase Agreement”) with certain institutional investors (each, an “Investor”) under which the Company agreed to issue and sell, in a private placement, convertible promissory notes (each, a “Note” and collectively, the “Notes”) for an aggregate principal amount of $6,000,000, for a gross purchase price of $5,000,000, reflecting a 20% original issue discount, before fees and other expenses. The Notes do not bear interest, and mature on the earlier of six months from issuance or the date that the Company completes a Qualified Financing (meaning an issuance and sale of capital stock raising gross proceeds of at least $10 million, as defined in the Notes). The Notes may be converted into equity, at each holder’s option, at the closing of a Qualified Financing, at the same per share price as the securities sold in the Qualified Financing. The Company intends to use the proceeds from the sale of the Notes for general corporate purposes and working capital. The Notes are subject to customary events of default and related remedies.

On September 19, 2025, the Company entered into employment agreements and amendments to employment agreements with each of John Schaible, the Company’s Executive Chairman, and Craig Ridenhour, the Company’s President, and on September 24, 2025, the Company entered into second amendments to such agreements with each such officer.

The employment agreements with Mr. Schaible and Mr. Ridenhour, as amended by such amendments (as so amended, the “Schaible Employment Agreement” and the “Ridenhour Employment Agreement,” respectively) provide for the employment of Mr. Schaible and Mr. Ridenhour as Executive Chairman and President, respectively, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term. Each executive is entitled to receive an initial annual base salary of $400,000, subject to review at least annually and increase to $450,000 and $500,000 in the second and third years of the term, respectively. In addition, each executive is entitled to receive (i) a one-time cash signing bonus of $300,000, of which one-third is payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026; and (ii) one-time stock grants of 700,000 shares and 286,842 shares on signing and July 1, 2026, respectively, in each case to vest on June 30 of the year following the grant. Each executive is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 1% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74.

On September 24, 2025, the Company entered into an employment agreement with Sandip Patel (the “Patel Employment Agreement”), a member of the Board, pursuant to which Mr. Patel will be employed as the Company’s General Counsel and Chief Financial Officer, reporting to the Board, for an initial term of three years, subject to automatic successive one-year renewals unless either party provides written notice of non-renewal at least 60 days’ prior to the end of the then-current term. Mr. Patel is entitled to receive an initial annual base salary of $350,000, subject to review at least annually and increase to $400,000 and $450,000 in the second and third years of the term, respectively. In addition, Mr. Patel is entitled to receive a one-time cash signing bonus of $250,000, of which one-third is payable immediately and the balance is payable upon the earlier of (a) a minimum qualified cumulative financing of $5 million or (b) one-third at the end of the fourth quarter of 2025 and one-third at the end of the first quarter of 2026. Mr. Patel is also entitled to receive an annual bonus, provided that the Company is profitable and determined at the discretion of the Board, annual equity awards under the Company’s equity incentive plan, and up to five stock awards, each in an amount equal to 0.5% of the total number of the Company’s outstanding shares, vesting over three years, in the event the Company’s stock trading price reaches the following 10-day volume weighted average prices: $0.75, $1.00, $1.24, $1.49 and $1.74.

Issuances of Common Stock

On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, our director, as consideration for legal and consulting services provided to the Company. The shares were valued based on the closing price of the date of issuance of $0.21 for total retainer value amount of $169,920.

On August 11, 2025, the Company issued 200,000 shares of Common Stock as consideration for $40,000 in open invoices to a service provider.

Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 15,922,008 shares of Common Stock to the Wilson - Davis Sellers under the Long - Term Note, the Merger Financing for total of $2,565,931 in Principal and $113,791 of interest. Conversion rate of 90% of the trailing seven - trading day VWAP prior to payment was between $0.16 and $0.18 per share.

Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 63,944,332 shares of Common Stock to Funicular under the Securities Convertible Note for total of $9,324,489 in Principal and $267,161 of interest. Conversion rate of $0.15 which is the floor established under the agreement.

Subsequent to June 30, 2025, and through September 19, 2025, the Company issued a total of 4,845,072 shares of Common Stock to Chardan under the Convertible Note, for total of $959,764 in principal. Conversion rate of 90% of the trailing seven-trading day VWAP prior to payment was between $0.16 and $0.18 per share.

On September 16, 2025, the Company and JonesTrading entered into an amendment to the Promissory note agreement, whereas the conversion price floor of $2.00 was amended to $0.75. As a result, on September 16, 2025, the Company issued 585,229 shares of Common Stock with a conversion price of $0.75 in full settlement of $375,000 in principal and $63,922 of accrued interest.

Pursuant to a Software As A Services License Agreement, as payment in shares for services rendered subsequent to June 30, 2025, resulting in the issuance of 356,901 shares valued at the closing price on the date of issuance of $0.162 per share resulting in compensation expense of $57,821.

v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on September 30, 2025. The accompanying condensed balance sheet as of June 30, 2025

has been derived from the audited financial statements included in the Form 10-K/A. The interim results for the three months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending June 30, 2026 or for any future periods.

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

On August 9, 2024, the Company changed its fiscal year-end from December 31 to June 30. As a result, the prior year reflects a transition period of six months, from January 1, 2024, to June 30, 2024, as previously reported in our Form 10-KT filed with the SEC on October 16, 2024.

The current fiscal year covers the twelve-month period from July 1, 2024, to June 30, 2025. As such, the periods presented in this Form 10-K are not directly comparable due to the difference in reporting periods.

Where appropriate, we have included supplemental unaudited pro forma information and comparative commentary to aid in understanding period-over-period performance trends.

Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Impairment of Long-lived and Intangible Assets

Impairment of Long-lived and Intangible Assets

The Company had no impairment charges during the three-month periods ended September 30, 2025 and 2024.

Impairment of Long-lived and Intangible Assets

In accordance with ASC 360-10 Property Plant and Equipment and ASC 350-10 Intangibles, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. The Company had no impairment charges during the year ended June 30, 2025. The Company recorded $17,845,813 of impairment charges included in loss on AtlasClear asset acquisition during the period ended June 30, 2024.

Net (Loss) Income per Common Stock

Net (Loss) Income per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period.

The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued and outstanding. For the three months ended September 30, 2025 and 2024, the calculation excludes the dilutive impact of warrants because none would be issued under the treasury method. For the three months ended September 30, 2025, the dilutive shares were excluded as including them would be antidilutive. For the three months ended September 30, 2024, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic net (loss) income per share of common stock (in dollars, except share amounts):

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Basic net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Denominator:

 

  

 

  

Basic weighted average common stock outstanding

 

59,947,249

 

256,405

Basic net (loss) income per common stock

$

(0.01)

$

41.92

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

Three Months Ended-

Three Months Ended-

    

September 30, 2025

    

September 30, 2024

Diluted net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Change in fair value of financial instruments

 

 

(12,655,000)

Interest on dilutive instruments

 

 

1,419,843

Allocation of net (loss) income, as adjusted

$

(440,294)

$

(487,124)

Denominator:

 

  

 

  

Dilutive weighted average common stock outstanding

 

59,947,249

 

256,405

If converted shares

 

 

1,636,065

 

59,947,249

 

1,892,470

Diluted net (loss) income per common stock

$

(0.01)

$

(1.90)

Below is a summary of the potentially dilutive instruments as of September 30, 2025 and 2024:

Description

    

September 30, 2025

    

September 30, 2024

Short Term Notes

 

 

817,513

Convertible notes - Chardan

 

 

321,066

Secured convertible note

 

670,307

 

436,705

Subscription agreement

 

1,195,986

 

46,978

Tau agreement

 

 

20,892

Stock payable

4,167

Debenture

3,888,887

Stock Based Compensation

1,973,684

Promissory note

576,616

5,691

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

8,305,480

 

1,653,012

 

 

Public Warrants

10,062,500

10,062,500

Private Warrants

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

 

600,000

Total excluded under treasury method – out of the money

 

16,215,625

 

16,215,625

During the three months period ended September 30, 2025, the Company issued convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $6,000,000. Under the terms of the Convertible Notes, if not sooner repaid, all outstanding principal and accrued but unpaid interest was to automatically convert, at the election of the holder, into shares of the same class of equity securities issued in the Company’s next qualified equity financing (“Qualified Financing”). A Qualified Financing was defined as the issuance and sale of the Company’s capital stock resulting in gross proceeds of at least $10.0 million, excluding any indebtedness converted in such financing.

Upon a Qualified Financing, the Convertible Notes were convertible into that number of shares of equity securities equal to (x) the outstanding principal and accrued interest divided by (y) the price per share of the equity securities issued in the Qualified Financing, and otherwise on the same terms as those securities.

As of September 30, 2025, no Qualified Financing had occurred, and therefore no shares were issuable or outstanding related to the Convertible Notes. The conversion feature represents a contingent right to receive shares upon a future event. Accordingly, shares issuable upon conversion of the Convertible Notes have been excluded from the computation of diluted net loss per share because the contingency had not been satisfied as of the reporting date. In October 2025, upon the consummation of the transactions contemplated by the Equity SPA, $4.25 million payable by the Company under the Convertible Notes was converted into Units, and the remaining balance of the Convertible Notes was paid in full.

Net Income (Loss) per Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Income (loss) is allocated between redeemable and non-redeemable shares based on relative amounts of weighted average shares outstanding. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per share does not consider the effect of the warrants issued and outstanding. For the year ended June 30, 2025 and the transition period ended June 30, 2024, the calculation excludes the dilutive impact of warrants because none would be issued under treasury method as the warrants exercise price is greater than the current price of the stock. For the transition period ended June 30, 2024, the dilutive shares were excluded as including them would be antidilutive. For the year ended June 30, 2025, the convertible financial instrument and other share obligations were included in the dilutive calculation under the as converted method, as such the number of shares were included as if the shares were issued on July 1, 2024 and the interest expense and the change in fair value associated with the financial instruments was adjusted from net income to determine the numerator and denominator.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

FOR THE YEAR ENDED

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

    

Non-

    

Non-

    

Redeemable

    

Redeemable

    

 redeemable

Basic and diluted net income (loss) per share of Common Stock

 

  

 

  

Numerator:

 

  

 

  

Net income (loss)

$

5,750,820

$

(11,279,605)

$

(108,927,342)

Deemed dividend

(15,422,431)

Allocation of net income (loss)

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Denominator:

 

 

Basic and diluted weighted average shares outstanding

5,987,645

 

18,500

 

178,651

Basic net income (loss) per share of Common Stock

$

0.96

$

(609.72)

$

(696.05)

For the year ended June 30, 2025 and for the transition perioded ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

    

FOR THE YEAR ENDED

    

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

Non-

    

    

Non-

redeemable

Redeemable

redeemable

Diluted net income (loss) per common stock

 

  

 

  

 

  

Numerator:

 

  

 

  

 

  

Allocation of net income (loss),

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Change in fair value of financial instruments

 

(15,147,345)

 

 

Interest on dilutive instruments

 

7,148,116

 

 

Allocation of net income (loss), as adjusted

$

(2,248,409)

$

(11,279,605)

$

(124,349,773)

Denominator:

 

  

 

  

 

  

Dilutive weighted average common stock outstanding

 

5,987,645

 

18,500

 

178,651

If converted shares

 

 

 

 

5,987,645

 

18,500

 

178,651

Diluted net income (loss) per common stock

$

(0.38)

$

(609.72)

$

(696.05)

For the year ended June 30, 2025, the numerator is adjusted for the interest expenses and other components to include the effect of the convertible securities under the as converted method at the beginning of the period. The adjustment to the numerator resulted in a net loss position. As such including the effect of convertible securities in a loss situation would make the loss per share smaller, which is misleading and considered antidilutive under U.S. GAAP. For the transition period ended June 30, 2024 the diluted net income (loss) per share of common stock was excluded as including them would result in anti-dilution.

Below is a summary of the dilutive instruments as of June 30, 2025 and 2024:

Description

    

June 30, 2025

    

June 30, 2024

Sellers Notes

 

15,103,895

14,012,965

Convertible notes

 

5,317,252

4,722,875

Secured convertible note

49,230,040

9,801,273

Subscription agreement

4,354,048

938,967

Tau agreement

35,282

Promissory note

 

6,215

379,375

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

74,046,732

29,855,455

Public Warrants

 

10,062,500

10,062,500

Private Warrants

 

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

600,000

Total excluded under treasury method – out of the money

 

16,215,625

16,215,625

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At September 30, 2025, the Company had no amounts in excess of the FDIC limit.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. The Company’s cash is deposited at two financial institutions. At June 30, 2025, the Company had approximately $7,278,320 in excess of the FDIC limit.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 12).

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities, convertible notes derivative liability and the earnout out liability (see Note 17).

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Recent Accounting Standards

Beginning in 2025 annual reporting, the Company adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires an enhanced disclosure of significant segment expenses on an annual basis. Management has determined that there is only one reportable operating segment. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer who reviews the assets, operating results, and financial metrics for the company.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. We are currently evaluating the provisions of this.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on the income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for annual periods beginning after December 15, 2027. We are currently evaluating the provision of this ASU.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Schedule of basic and diluted net income (loss) per share of Common Stock

The following table reflects the calculation of basic net (loss) income per share of common stock (in dollars, except share amounts):

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Basic net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Denominator:

 

  

 

  

Basic weighted average common stock outstanding

 

59,947,249

 

256,405

Basic net (loss) income per common stock

$

(0.01)

$

41.92

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

Three Months Ended-

Three Months Ended-

    

September 30, 2025

    

September 30, 2024

Diluted net (loss) income per common stock

 

  

 

  

Numerator:

 

  

 

  

Net (loss) income

$

(440,294)

$

10,748,033

Change in fair value of financial instruments

 

 

(12,655,000)

Interest on dilutive instruments

 

 

1,419,843

Allocation of net (loss) income, as adjusted

$

(440,294)

$

(487,124)

Denominator:

 

  

 

  

Dilutive weighted average common stock outstanding

 

59,947,249

 

256,405

If converted shares

 

 

1,636,065

 

59,947,249

 

1,892,470

Diluted net (loss) income per common stock

$

(0.01)

$

(1.90)

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

FOR THE YEAR ENDED

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

    

Non-

    

Non-

    

Redeemable

    

Redeemable

    

 redeemable

Basic and diluted net income (loss) per share of Common Stock

 

  

 

  

Numerator:

 

  

 

  

Net income (loss)

$

5,750,820

$

(11,279,605)

$

(108,927,342)

Deemed dividend

(15,422,431)

Allocation of net income (loss)

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Denominator:

 

 

Basic and diluted weighted average shares outstanding

5,987,645

 

18,500

 

178,651

Basic net income (loss) per share of Common Stock

$

0.96

$

(609.72)

$

(696.05)

The following table reflects the calculation of diluted net income (loss) per share of common stock (in dollars, except share amounts):

    

FOR THE YEAR ENDED

    

FOR THE TRANSITION PERIOD ENDED

June 30, 2025

June 30, 2024

Non-

    

    

Non-

redeemable

Redeemable

redeemable

Diluted net income (loss) per common stock

 

  

 

  

 

  

Numerator:

 

  

 

  

 

  

Allocation of net income (loss),

$

5,750,820

$

(11,279,605)

$

(124,349,773)

Change in fair value of financial instruments

 

(15,147,345)

 

 

Interest on dilutive instruments

 

7,148,116

 

 

Allocation of net income (loss), as adjusted

$

(2,248,409)

$

(11,279,605)

$

(124,349,773)

Denominator:

 

  

 

  

 

  

Dilutive weighted average common stock outstanding

 

5,987,645

 

18,500

 

178,651

If converted shares

 

 

 

 

5,987,645

 

18,500

 

178,651

Diluted net income (loss) per common stock

$

(0.38)

$

(609.72)

$

(696.05)

Schedule of dilutive instruments

Description

    

September 30, 2025

    

September 30, 2024

Short Term Notes

 

 

817,513

Convertible notes - Chardan

 

 

321,066

Secured convertible note

 

670,307

 

436,705

Subscription agreement

 

1,195,986

 

46,978

Tau agreement

 

 

20,892

Stock payable

4,167

Debenture

3,888,887

Stock Based Compensation

1,973,684

Promissory note

576,616

5,691

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

8,305,480

 

1,653,012

 

 

Public Warrants

10,062,500

10,062,500

Private Warrants

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

 

600,000

Total excluded under treasury method – out of the money

 

16,215,625

 

16,215,625

Description

    

June 30, 2025

    

June 30, 2024

Sellers Notes

 

15,103,895

14,012,965

Convertible notes

 

5,317,252

4,722,875

Secured convertible note

49,230,040

9,801,273

Subscription agreement

4,354,048

938,967

Tau agreement

35,282

Promissory note

 

6,215

379,375

Total Shares issuable under Convertible Note obligations – if converted total dilutive

 

74,046,732

29,855,455

Public Warrants

 

10,062,500

10,062,500

Private Warrants

 

5,553,125

5,553,125

Secured convertible note warrants

 

600,000

600,000

Total excluded under treasury method – out of the money

 

16,215,625

16,215,625

v3.25.3
CASH AND RESTRICTED CASH (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
CASH AND RESTRICTED CASH    
Schedule of reconciliation of cash and restricted cash as shown in the statements of cash flows

    

September 30, 2025

    

June 30, 2025

Cash and cash equivalents

$

2,692,063

$

7,533,690

Cash segregated - customers

 

29,291,802

 

21,874,954

Cash segregated - PAB

 

200,563

 

200,575

Total cash and restricted cash shown in the statement of cash flows.

$

32,184,428

$

29,609,219

    

June 30, 2025

    

June 30, 2024

Cash and cash equivalents

$

7,533,690

$

6,558,176

Cash segregated - customers

 

21,874,954

 

20,548,972

Cash segregated - PAB

 

200,575

 

200,738

Total cash and restricted cash shown in the statement of cash flows.

$

29,609,219

$

27,307,886

v3.25.3
INTANGIBLE ASSETS (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
INTANGIBLE ASSETS    
Summary of intangible assets

September 30, 2025

    

Est useful

    

Accumulated

    

Impairment

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Pacsquare assets – Proprietary Software

10 years

 

1,928,800

 

(192,299)

 

 

1,736,501

Customer Lists

12 years

 

14,625,000

 

(2,000,086)

 

 

12,624,914

Intangible Assets

$

22,696,325

$

(2,192,385)

$

$

20,503,940

June 30, 2025

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

 

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

 

10 years

 

1,928,800

 

(143,696)

 

 

1,785,104

Customer Lists

 

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

 

  

$

22,696,325

$

(1,836,590)

$

$

20,859,735

June 30, 2025

Est useful

    

    

Accumulated

    

Impairment

    

    

life

    

Cost

Amortization

of Asset

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

1,928,800

(143,696)

1,785,104

Customer Lists

12 years

 

14,625,000

 

(1,692,894)

 

 

12,932,106

Intangible Assets

$

22,696,325

$

(1,836,590)

$

$

20,859,735

    

June 30, 2024

Est useful

Accumulated

Impairment

    

life

    

Cost

    

Amortization

    

of Asset

    

Net

Goodwill

Indefinite

$

6,142,525

$

$

$

6,142,525

Developed technology

10 years

 

1,726,500

 

 

 

1,726,500

Technology acquired

zero years

 

18,163,044

 

(317,231)

 

(17,845,813)

 

Customer Lists

12 years

 

14,625,000

 

(474,144)

 

 

14,150,856

Intangible Assets

$

40,657,069

$

(791,375)

$

(17,845,813)

$

22,019,881

Summary of amortization intangible assets

Fiscal Year

    

Amount

June 30, 2026

$

1,055,782

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,414,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

Year

    

Amount

June 30, 2026

$

1,411,577

June 30, 2027

 

1,411,577

June 30, 2028

 

1,414,916

June 30, 2029

 

1,411,577

June 30, 2030

 

1,411,577

Thereafter

 

7,655,985

v3.25.3
STOCK BASED COMPENSATION (Tables)
3 Months Ended
Sep. 30, 2025
STOCK BASED COMPENSATION  
Summary the key assumptions used in the valuation of performance-based stock awards

Assumption

    

September 2025 Grants

 

Expected volatility

 

140.6

%

Risk-free interest rate

 

3.5

%

Expected term

 

3.0

years

Expected dividend yield

 

0

%

Fair value per share (Tranche 1)

$

0.66

Fair value per share (Tranche 2)

$

0.65

Fair value per share (Tranche 3)

$

0.64

Fair value per share (Tranche 4)

$

0.63

Fair value per share (Trance 5)

$

0.62

Summary of stock-based compensation expense

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Time-based stock awards

$

53,492

$

Market-based stock awards

$

101,919

$

Total stock-based compensation expense

$

155,411

$

v3.25.3
FAIR VALUE MEASUREMENTS (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
FAIR VALUE MEASUREMENTS    
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis

    

    

September 30, 

    

June 30, 

Description

Level

2025

2025

Assets:

Trading securities

1

$

5

$

5

 

 

  

 

  

Liabilities:

 

Subscription agreement

3

$

691,321

$

2,489,945

Warrant liability – Private Warrants

3

$

184,594

$

123,062

Earnout liability

3

$

11,485,000

$

11,369,000

Convertible notes Chardan derivative

 

3

$

$

103,185

Merger financing derivative

 

3

$

$

63,696

Tau agreement

3

$

$

539,787

Debentures – derivative

3

$

1,189,955

$

Convertible Notes – derivative

 

3

$

435,027

$

    

    

June 30, 

    

June 30, 

Description

Level

2025

2024

Assets:

 

 

  

 

  

Trading securities

 

1

$

5

$

Liabilities:

 

 

  

 

  

Subscription agreement

3

$

2,489,945

$

2,425,647

Contingent Guarantee

3

$

$

3,256,863

Warrant liability – Private Warrants

 

3

$

123,062

$

307,656

Earnout liability

3

$

11,369,000

$

12,298,000

Convertible notes derivative

3

$

103,185

$

16,462,690

Merger financing derivative

3

$

63,696

$

Tau agreement

 

3

$

539,787

$

Schedule of key inputs into the models

The key inputs into the Monte Carlo model for the Subscription Agreement were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Equity volatility

 

167.7

%

Risk-free rate

 

4.21

%

The key inputs into the Black-Scholes model for the Private Warrants were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Risk-free rate

 

3.59

%  

 

3.67

%

Dividend yield

 

0.00

%  

 

0.00

%

Volatility

 

149.4

%  

 

167.7

%

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 2029

 

February 2029

The key inputs into the Monte Carlo model for the Earnout liability were as follows:

    

September 30, 

    

June 30, 

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.19

Revenue volatility

 

12.00

%  

 

12.00

%

Discount factor for revenue

 

9.95

%  

 

9.31

%

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

167.7

%

Effective expiration date

February 2026

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30, 

 

Input

 

2025

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

47.6

%

Effective expiration date

 

September 30, 2025

The key inputs into the Monte-Carlo model for the conversion derivative as of June 30, 2025 were as follows:

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

As of June 30, 2025 the conversion feature was valued using Monte Carlo model resulting in the fair value of the conversion option included in the Merger Financing Note at $63,696.

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

The key inputs into the Monte-Carlo model for the Commitment Amount as of issuance date of June 30, 2025 was as follows:

    

June 30,

 

Input

2025

 

Anticipated Monthly Advance Amounts

$

40,000

Risk-free rate

3.75

%

Volatility

167.7

%

Effective expiration date

July 2026

The key inputs into the Monte-Carlo model for the conversion derivative as of September 30, 2025 and August 4, 2025 were as follows:

    

September 30, 

    

August 4,

 

Input

2025

2025

 

Market price of public shares

$

0.51

$

0.22

Risk-free rate

3.66

%  

3.75

%

Discount rate

10.99

%  

15.41

%

Probability of default

15.0

%  

15.0

%

Recovery rate

 

42.9

%  

 

42.9

%

Volatility

 

149.4

%  

 

165.9

%

Effective expiration date

 

August 2026

 

August 2026

The key inputs into Scenario Based Method for the conversion derivative as of September 30, 2025 and September 16, 2025 were as follows:

September 30,

September 16,

 

Input

    

2025

    

2025

 

Discount rate

 

10.96

%  

11.21

%

Probability of default

 

8.27

%  

8.98

%

Recovery rate

 

42.90

%  

42.90

%

Effective expiration date

 

March 2026

 

March 2026

June 30, 

June 30, 

 

Input

    

2025

    

2024

 

Market price of public shares

$

0.19

$

62.40

Equity volatility

 

167.7

%  

 

26.2

%

Risk-free rate

 

4.21

%  

 

5.05

%

    

June 30, 

    

June 30, 

Input

2025

2024

Market price of public shares

$

0.19

$

62.40

Risk-free rate

 

3.67

 

4.27

%  

Dividend yield

 

0.00

 

0.00

%  

Volatility

 

167.7

 

58.7

%  

Exercise price

$

689.86

$

689.86

Effective expiration date

 

February 29

 

February 29

June 30, 

June 30, 

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

62.40

Revenue volatility

 

12.00

%  

 

15.00

%

Discount factor for revenue

 

9.31

%  

 

9.69

%

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

5.49

Dividend yield

 

0.00

Volatility

 

14,643.0

Exercise price

$

0.99

Effective expiration date

May 2024

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.13

%

Discount rate

 

15.63

%

Probability of default

 

14.3

%

Recovery rate

 

28.9

%

Volatility

 

167.7

%

Effective expiration date

 

February 2026

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.90

Dividend yield

 

0.00

Volatility

 

14,461

Exercise price

$

0.99

Effective expiration date

February 2026

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

4.32

%

Discount rate

 

12.43

%

Probability of default

 

5.9

%

Recovery rate

 

47.6

%

Effective expiration date

September 30, 2025

    

June 30, 

    

Input

2024

 

Market price of public shares

$

62.40

Risk-free rate

 

4.52

Dividend yield

 

0.00

Volatility

 

166,681.0

Exercise price

$

0.84

Effective expiration date

February 2028

    

June 30,

 

Input

2025

 

Market price of public shares

$

0.19

Risk-free rate

 

3.63

%

Discount rate

 

12.02

%

Probability of default

 

44.0

%

Recovery rate

 

47.6

%

Volatility

 

167.7

%

Effective expiration date

 

January 2028

    

June 30,

    

August 9,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

4.13

%  

 

4.78

%

Discount rate

 

15.63

%  

 

16.98

%

Probability of default

 

14.3

%  

 

25.4

%

Recovery rate

 

28.9

%  

 

28.9

%

Volatility

 

167.7

%  

 

37.2

%

Effective expiration date

 

February 2026

 

February 2026

    

June 30,

    

July 31

 

Input

2025

2024

 

Anticipated Monthly Advance Amounts

$

40,000

$

40,000

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

July 2026

February 2027

    

June 30,

    

July 31,

 

Input

2025

2024

 

Market price of public shares

$

0.19

$

16.20

Risk-free rate

 

3.75

%  

 

4.20

%

Volatility

 

167.7

%  

 

40.3

%

Effective expiration date

 

February 2027

 

July 2026

Schedule of changes in the fair value

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2025

$

123,062

$

539,787

Write of receivable

(205,238)

Change in valuation inputs or other assumptions

61,531

(334,549)

Fair value as of September 30, 2025

$

184,593

$

Private

Tau

Placement

Agreement

    

Warrants

    

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

 

 

1,090,949

Transferred to equity

 

 

(303,000)

Change in valuation inputs or other assumptions

 

(246,125)

 

184,559

Fair value as of September 30, 2024

$

61,531

$

972,508

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

Change in valuation inputs or other assumptions

(103,185)

116,000

Fair value as of September 30, 2025

$

$

11,485,000

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

$

12,298,000

Change in valuation inputs or other assumptions

 

(14,320,179)

 

340,000

Fair value as of September 30, 2024

$

2,142,511

$

12,638,000

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2025

$

2,489,945

$

63,696

Change in valuation inputs or other assumptions

 

(1,798,624)

 

(63,696)

Fair value liability as of September 30, 2025

$

691,321

$

    

Subscription

    

Merger Financing

Agreement

Derivative

Fair value as of June 30, 2024

$

2,425,647

$

Initial measurement

 

 

113,044

Change in valuation inputs or other assumptions

 

34,841

 

63,195

Fair value liability as of September 30, 2024

$

2,460,488

$

176,239

    

    

Secured

Contingent

Convertible

Guarantee

Derivative

Fair value as of June 30, 2024

$

3,256,863

$

Shares issued as partial payment

(1,210,290)

Change in valuation inputs or other assumptions

839,774

89,535

Exchange to Merger financing note

(2,886,347)

Fair value as of September 30, 2024

$

$

89,535

Convertible

Debenture

Notes

    

Derivative

    

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

352,067

 

382,154

Change in valuation inputs or other assumptions

 

837,888

 

52,873

Fair value as of June 30, 2025

$

1,189,955

$

435,027

    

Private

    

Tau

Placement

 Agreement

Warrants

Liability

Fair value as of June 30, 2024

$

307,656

$

Initial measurement

1,090,949

Fair value of advance requests

1,652,300

Transferred to equity

(1,911,472)

Change in valuation inputs or other assumptions

(184,594)

(291,990)

Fair value as of June 30, 2025

$

123,062

$

539,787

Conversion

Earnout

    

Derivative

    

Liability

Fair value as of June 30, 2024

$

16,462,690

 

$

12,298,000

Change in valuation inputs or other assumptions

 

(16,359,505)

 

 

(929,000)

Fair value as of June 30, 2025

$

103,185

 

$

11,369,000

    

Subscription

    

Contingent

Agreement

Guarantee

Fair value as of June 30, 2024

$

2,425,647

$

3,256,863

Shares issued as partial payment

 

 

(1,210,290)

Change in valuation inputs or other assumptions

 

64,298

 

839,774

Exchanged to Merger financing note

 

 

(2,886,347)

Fair value as of June 30, 2025

$

2,489,945

$

    

Merger

    

Secured

Financing

Convertible

Derivative

Derivative

Fair value as of June 30, 2024

$

$

Initial measurement

 

113,044

 

89,535

Change in valuation inputs or other assumptions

 

(49,348)

 

(89,535)

Fair value as of June 30, 2025

$

63,696

$

v3.25.3
SEGMENT REPORTING (Tables)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SEGMENT REPORTING    
Schedule of revenue and operating income (loss) of the segment

Three Months Ended

Three Months Ended

    

September 30, 2025

    

September 30, 2024

Commissions

$

2,334,389

$

1,383,828

Vetting fees

 

371,700

 

365,383

Clearing fees

 

714,349

 

1,047,712

Net gain/(loss) on firm trading accounts

 

(111)

 

1,711

Other revenue

 

830,263

 

5,448

Total revenue

$

4,250,590

$

2,804,082

Loss from operations

$

(877,238)

$

(941,102)

Total assets

$

73,634,759

$

55,994,817

    

    

For the Transition 

Year Ended 

Period Ended 

    

June 30, 2025

    

June 30, 2024

Commissions

$

5,937,532

$

2,679,673

Vetting fees

 

1,459,321

 

499,125

Clearing fees

 

3,165,714

 

756,393

Net gain/(loss) on firm trading accounts

 

6,580

 

10,046

Other revenue

 

287,465

 

56,246

Total revenue

$

10,856,612

$

4,001,483

Loss from operations

$

(4,917,281)

$

(14,268,826)

Total assets

$

60,892,833

$

57,466,554

v3.25.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)
1 Months Ended 3 Months Ended
Oct. 08, 2025
USD ($)
$ / shares
shares
Sep. 23, 2025
USD ($)
Sep. 19, 2025
USD ($)
Sep. 16, 2025
USD ($)
Dec. 31, 2024
USD ($)
$ / shares
shares
Feb. 09, 2024
USD ($)
Oct. 31, 2025
USD ($)
Sep. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Jan. 07, 2025
USD ($)
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 29, 2024
shares
Feb. 24, 2024
USD ($)
Jun. 30, 2023
USD ($)
$ / shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS                            
Stock split         0.0167                  
Shares authorized | shares         525,000,000                  
Common stock, shares authorized | shares         500,000,000     500,000,000 500,000,000   500,000,000      
Common stock, par value (in dollars per share) | $ / shares         $ 0.0001     $ 0.0001 $ 0.0001   $ 0.0001     $ 0.0001
Preferred stock, shares authorized | shares         25,000,000     25,000,000 25,000,000   25,000,000      
Preferred stock, par value (in dollars per share) | $ / shares         $ 0.0001     $ 0.0001 $ 0.0001   $ 0.0001     $ 0.0001
Common stock, shares issued | shares               126,819,145 40,165,603   207,585 12,455,157    
Common stock, shares outstanding | shares               126,819,145 40,165,603   207,585 12,455,157    
Excise tax payable               $ 2,673,056 $ 2,611,618   $ 2,067,572     $ 1,485,236
Cash in bank account                 29,609,219          
Working capital deficit                 6,069,462          
Penalties due to late filing and non payment of taxes                 544,046          
Convertible Promissory Notes [Member]                            
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS                            
Convertible amount               382,154            
Aggregate principal amount   $ 6,000,000           $ 6,000,000            
Purchase price of notes   5,000,000                        
Funicular Note [Member]                            
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS                            
Aggregate principal amount         $ 9,357,195 $ 6,000,000     $ 9,422,271 $ 6,000,000     $ 6,000,000  
Purchase price of notes           $ 6,000,000                
Interest rate (in percent)           12.50%       12.50%        
Subsequent event                            
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS                            
Number of shares per unit issued | shares 1                          
Number of warrants per unit issued | shares 1                          
Number of shares called by each warrant | shares 1                          
Aggregate sale price $ 10,000,000                          
Convertible amount 4,250,000           $ 4,250,000              
Gross proceeds from issuance of debt 15,750,000                          
Aggregate principal amount $ 10,097,782                          
Warrant exercise price (in Dollars per share) | $ / shares $ 0.6                          
Subsequent event | Post Reverse Split                            
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS                            
Warrant exercise price (in Dollars per share) | $ / shares $ 0.75                          
Subsequent event | Convertible Promissory Notes [Member]                            
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS                            
Aggregate principal amount   6,000,000 $ 6,000,000 $ 6,000,000                    
Purchase price of notes $ 10,000,000 $ 5,000,000 $ 5,000,000 $ 5,000,000                    
Interest rate (in percent) 11.00%                          
Subsequent event | Funicular Note [Member]                            
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS                            
Aggregate principal amount $ 6,000,000                          
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Oct. 08, 2025
USD ($)
shares
Sep. 16, 2025
USD ($)
Oct. 31, 2025
USD ($)
Sep. 30, 2025
USD ($)
item
shares
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
item
Sep. 23, 2025
USD ($)
Sep. 19, 2025
USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Impairment charges       $ 0 $ 0 $ 17,845,813 $ 0    
Qualified financing, shares | shares       0          
Number of financial institutions in cash deposit | item       2     2    
Excess amount of the FDIC limit       $ 0     $ 7,278,320    
Minimum securities to margin obligations ratio             4    
Subsequent event                  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Aggregate principal amount $ 10,097,782                
Debt Conversion, Converted Instrument, Amount $ 4,250,000   $ 4,250,000            
Warrants exercised to purchase of common stock | shares 1,000,000                
Convertible promissory notes                  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Aggregate principal amount       6,000,000       $ 6,000,000  
Qualified financing, threshold gross proceeds   $ 10,000,000   10,000,000          
Debt Conversion, Converted Instrument, Amount       $ 382,154          
Convertible promissory notes | Subsequent event                  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Aggregate principal amount   6,000,000           $ 6,000,000 $ 6,000,000
Qualified financing, threshold gross proceeds   $ 10,000,000              
Minimum                  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Useful lives             3 years    
Maximum                  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Useful lives             7 years    
Developed technology                  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Useful lives             10 years    
Customer list                  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                  
Useful lives             12 years    
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic net (loss) income per share of common stock (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Numerator:              
Net (loss) income $ (440,294) $ 10,748,033 $ (31,629,530) $ 485,559 $ (120,206,947) $ 677,930 $ 5,750,293
Denominator:              
Basic weighted average common stock outstanding (in shares) 59,947,249 256,405          
Basic net (loss) income per common stock (in dollars per share) $ (0.01) $ 41.92          
Redeemable              
Numerator:              
Net (loss) income         (11,279,605)    
Allocation of net income (loss)         $ (11,279,605)   $ 5,750,820
Denominator:              
Basic weighted average common stock outstanding (in shares)         18,500   5,987,645
Basic net (loss) income per common stock (in dollars per share)         $ (609.72)    
Non-redeemable              
Numerator:              
Net (loss) income         $ (108,927,342)   $ 5,750,820
Deemed dividend         (15,422,431)    
Allocation of net income (loss)         $ (124,349,773)   $ 5,750,820
Denominator:              
Basic weighted average common stock outstanding (in shares)         178,651   5,987,645
Basic net (loss) income per common stock (in dollars per share)         $ (696.05)   $ 0.96
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of diluted net income (loss) per share of common stock (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Numerator:              
Net (loss) income $ (440,294) $ 10,748,033 $ (31,629,530) $ 485,559 $ (120,206,947) $ 677,930 $ 5,750,293
Change in fair value of financial instruments   (12,655,000)          
Interest on dilutive instruments   1,419,843          
Allocation of net (loss) income, as adjusted $ (440,294) $ (487,124)          
Denominator:              
Dilutive weighted average common stock outstanding (in shares) 59,947,249 256,405          
If converted shares   1,636,065          
Diluted weighted average shares outstanding (in shares) 59,947,249 1,892,470          
Diluted net (loss) income per common stock (in dollars per share) $ (0.01) $ (1.9)          
Redeemable              
Numerator:              
Net (loss) income         (11,279,605)    
Allocation of net income (loss),         (11,279,605)   5,750,820
Change in fair value of financial instruments             (15,147,345)
Interest on dilutive instruments             7,148,116
Allocation of net (loss) income, as adjusted         $ (11,279,605)   $ (2,248,409)
Denominator:              
Dilutive weighted average common stock outstanding (in shares)         18,500   5,987,645
Diluted weighted average shares outstanding (in shares)         18,500   5,987,645
Diluted net (loss) income per common stock (in dollars per share)         $ (609.72)   $ (0.38)
Non-redeemable              
Numerator:              
Net (loss) income         $ (108,927,342)   $ 5,750,820
Allocation of net income (loss),         (124,349,773)   $ 5,750,820
Allocation of net (loss) income, as adjusted         $ (124,349,773)    
Denominator:              
Dilutive weighted average common stock outstanding (in shares)         178,651   5,987,645
Diluted weighted average shares outstanding (in shares)         178,651   5,987,645
Diluted net (loss) income per common stock (in dollars per share)         $ (696.05)   $ (0.38)
v3.25.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of dilutive instruments (Details) - shares
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   1,636,065    
Total excluded under treasury method - out of the money 16,215,625 16,215,625 16,215,625 16,215,625
Short Term Notes        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   817,513 14,012,965 15,103,895
Convertible notes - Chardan        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   321,066    
Convertible notes        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive     4,722,875 5,317,252
Secured convertible note        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 670,307 436,705 9,801,273 49,230,040
Subscription agreement        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 1,195,986 46,978 938,967 4,354,048
Tau agreement        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   20,892   35,282
Stock payable        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive   4,167    
Debenture        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 3,888,887      
Stock Based Compensation        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 1,973,684      
Promissory note        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 576,616 5,691 379,375 6,215
Total Shares issuable under Convertible Note obligations        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total Shares issuable under Convertible Note obligations - if converted total dilutive 8,305,480 1,653,012 29,855,455 74,046,732
Public Warrants        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total excluded under treasury method - out of the money 10,062,500 10,062,500 10,062,500 10,062,500
Private Warrants        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total excluded under treasury method - out of the money 5,553,125 5,553,125 5,553,125 5,553,125
Secured convertible note warrants        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Total excluded under treasury method - out of the money 600,000 600,000 600,000 600,000
v3.25.3
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS (Details) - USD ($)
Oct. 01, 2025
Sep. 30, 2025
Jul. 01, 2025
Jun. 30, 2025
Jun. 30, 2024
Customers transactions and credit balances          
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS          
Calculated required reserve   $ 29,793,711   $ 20,890,603 $ 19,326,300
Cash on deposit in the reserve account   29,189,001   21,175,129 19,677,378
Cash reserve deposit more than amount required   604,710   284,526 351,078
Customers transactions and credit balances | Subsequent event          
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS          
Amount deposited to reserve account in accordance with the rule $ 1,200,000   $ 225,000    
Cash on deposit in the reserve account in excess of the amount required $ 595,291   $ 509,526    
Broker-dealer transactions and credit balances          
CASH SEGREGATED IN ACCORDANCE WITH FEDERAL REGULATIONS          
Calculated required reserve   100,000   100,000 100,000
Cash on deposit in the reserve account   200,563   200,575 200,738
Cash reserve deposit more than amount required   $ 100,563   $ 100,575 $ 100,738
v3.25.3
NET CAPITAL REQUIREMENTS (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
NET CAPITAL REQUIREMENTS      
Net capital $ 12,281,941 $ 11,190,362 $ 10,437,312
Net capital in excess of the minimum required $ 12,031,941 $ 10,940,362 $ 10,187,312
v3.25.3
CASH AND RESTRICTED CASH (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
CASH AND RESTRICTED CASH              
Cash and cash equivalents $ 2,692,063 $ 7,533,690     $ 6,558,176   $ 1,132,900
Cash segregated - customers 29,291,802 21,874,954     20,548,972    
Cash segregated - PAB 200,563 200,575     200,738    
Total cash and restricted cash shown in the statement of cash flows. $ 32,184,428 $ 29,609,219 $ 619,554 $ 27,566,876 $ 27,307,886 $ 619,554 $ 1,132,900
v3.25.3
RELATED PARTY TRANSACTIONS - Related Party Share Issuance/Transfers (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Aug. 11, 2025
Aug. 09, 2024
Jul. 31, 2024
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred     42,510            
Conversion, capital transferred     2,412,930            
Shares issued as payment towards contingent guarantee     $ 1,210,290            
Common stock, value       $ 12,681   $ 4,016   $ 21 $ 503
Common stock issued to for consulting services (in shares) 200,000                
Common stock, par value (in dollars per share)       $ 0.0001   $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Promissory Notes                  
RELATED PARTY TRANSACTIONS                  
Shares issued to pay interest on convertible notes     21,299            
Principal amount       $ 438,922          
Secured convertible notes                  
RELATED PARTY TRANSACTIONS                  
Shares issued to pay interest on convertible notes     217,397            
Chardan Note                  
RELATED PARTY TRANSACTIONS                  
Shares issued to pay interest on convertible notes     212,803            
Principal amount     400,000 $ 959,764          
Shares transferred         37,717 4,250,000      
Chardan Note | Pre Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Shares transferred           2,744,623      
Short and Long Term Notes                  
RELATED PARTY TRANSACTIONS                  
Shares issued to pay interest on convertible notes     $ 351,141            
Quantum Ventures LLC | Post Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred           6,113      
Quantum Ventures LLC | Chardan Note                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred         6,113        
Quantum Ventures LLC | Chardan Note | Post Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred           2,427      
Quantum Ventures LLC | Sponsor | Post Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, capital transferred     2,550,588            
Quantum Ventures LLC | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred     25,982            
Quantum Ventures LLC | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes | Pre Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred     1,558,923            
Atlas FinTech                  
RELATED PARTY TRANSACTIONS                  
Shares transferred   46,471              
Common stock, value   $ 803,860              
Reimbursement shares transferred   22,292              
Common stock issued to for consulting services (in shares)   68,763              
Common stock, par value (in dollars per share)   $ 0.0001              
Atlas FinTech | Pre Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Shares transferred   2,788,276              
Reimbursement shares transferred           1,337,500      
Number of additional shares issued   991,665              
Common stock issued to for consulting services (in shares)   4,125,776              
Atlas FinTech | Post Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred           2,119      
Shares transferred   46,471              
Reimbursement shares transferred   22,292              
Number of additional shares issued   16,528              
Common stock issued to for consulting services (in shares)   68,763              
Atlas FinTech | Chardan Note                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred         2,119        
Atlas FinTech | Chardan Note | Post Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred           877      
Atlas FinTech | Sponsor | Post Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, capital transferred     42,510            
Atlas FinTech | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred     16,528            
Atlas FinTech | Sponsor | Shares issuable pursuant to Short Term and Long Term Notes | Pre Reverse Split                  
RELATED PARTY TRANSACTIONS                  
Conversion, shares transferred     991,665            
v3.25.3
RELATED PARTY TRANSACTIONS - Advances from Related Parties (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 11, 2025
Jul. 17, 2025
Jun. 30, 2024
May 09, 2024
Feb. 09, 2024
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
Sep. 30, 2025
Dec. 31, 2023
Dec. 31, 2022
RELATED PARTY TRANSACTIONS                        
Advances from related parties               $ 1,968,116        
Stock issued for services 200,000                      
Related party loan             $ 1,052,300 $ 1,948,950        
Sale price per share (in dollars per share)         $ 60              
Value of stock issued for services $ 40,000         $ 2,578     $ 44,341      
Number of shares issued for settlement         33,333              
Liabilities settled         $ 4,636,397              
Receivables settled         58,828              
Deemed dividend to the related party         15,422,431              
Sandip I. Patel, P.A.                        
RELATED PARTY TRANSACTIONS                        
Stock issued for services   800,000                    
Sale price per share (in dollars per share)   $ 0.21                    
Value of stock issued for services   $ 169,920                    
Board of directors chairman                        
RELATED PARTY TRANSACTIONS                        
Advances from related parties                   $ 5,000    
Due to related parties                   20,000    
President                        
RELATED PARTY TRANSACTIONS                        
Advances from related parties                   7,300    
Due to related parties                   $ 27,300    
Co-Sponsors                        
RELATED PARTY TRANSACTIONS                        
Advances from related parties         4,156,397           $ 3,104,097 $ 319,166
Proceeds from related party         1,052,300              
Co-sponsors have advanced         58,828              
Related Party Loan                        
RELATED PARTY TRANSACTIONS                        
Related party loan         $ 480,000              
AtlasFintech Holdings Corp                        
RELATED PARTY TRANSACTIONS                        
Business combination expense     $ 803,860                  
Quantum Ventures LLC                        
RELATED PARTY TRANSACTIONS                        
Shares transferred       935                
Accrued interest net       $ 47,750                
Interest rate (in percent)       13.00%                
Accrued amount       $ 55,087                
v3.25.3
RELATED PARTY TRANSACTIONS - Note Financing (Details) - Convertible notes - USD ($)
Sep. 30, 2025
Jun. 30, 2025
RELATED PARTY TRANSACTIONS    
Aggregate principal amount   $ 103,185
Related Party | Sixth Borough Capital Fund, LP    
RELATED PARTY TRANSACTIONS    
Aggregate principal amount $ 1,050,000  
Related Party | Sandip Patel    
RELATED PARTY TRANSACTIONS    
Aggregate principal amount $ 1,000,000  
v3.25.3
COMMITMENTS AND CONTINGENCIES - Earnout Liability (Details) - USD ($)
12 Months Ended
Feb. 09, 2024
Jun. 30, 2025
Sep. 30, 2025
Dec. 31, 2024
Aug. 09, 2024
Jun. 30, 2024
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES              
Common stock, par value (in dollars per share)   $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001 $ 0.0001
Threshold Period From Closing To Achieve Milestones Considered For Issuance Of Earn Out Shares   18 months          
Period for measurement of revenue targets (in years)   5 years          
Earnout - liability   $ 11,369,000 $ 11,485,000     $ 12,298,000  
Atlas FinTech              
COMMITMENTS AND CONTINGENCIES              
Common stock, par value (in dollars per share)         $ 0.0001    
Earn Out Shares, maximum shares issuable to stockholders (in shares)   5,944,444          
Threshold Period From Closing To Achieve Milestones Considered For Issuance Of Earn Out Shares   18 months          
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders   $ 20,000,000          
Period for measurement of revenue targets (in years)   5 years          
ATLASCLEAR, INC              
COMMITMENTS AND CONTINGENCIES              
Shares issued as purchase consideration for the assets (in shares) 74,000            
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001          
Earn Out Shares, maximum shares issuable to stockholders (in shares) 5,944,444 5,944,444          
Threshold Period From Closing To Achieve Milestones Considered For Issuance Of Earn Out Shares 18 months            
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders   $ 20,000,000          
ATLASCLEAR, INC | Atlas FinTech              
COMMITMENTS AND CONTINGENCIES              
Software Products Earn Out Shares, maximum amount of shares issuable to stockholders $ 20,000,000            
Period for measurement of revenue targets (in years) 5 years            
v3.25.3
COMMITMENTS AND CONTINGENCIES - Employment Agreements (Details)
9 Months Ended
Sep. 24, 2025
USD ($)
D
item
$ / shares
Sep. 19, 2025
USD ($)
D
item
$ / shares
shares
Sep. 30, 2025
USD ($)
COMMITMENTS AND CONTINGENCIES      
Annual base salary, year one   $ 400,000  
Annual base salary, year two   450,000  
Annual base salary, year three   500,000  
Cash signing bonus   $ 300,000  
One time sign in bonus     $ 850,000
John Schaible and Craig Ridenhour      
COMMITMENTS AND CONTINGENCIES      
Term of employment   3 years  
Renewal term   1 year  
Threshold period of written notice of non renewal   60 days  
Minimum qualified cumulative financing   $ 5,000,000  
Number of stock awards | item   5  
Threshold Percentage Of Outstanding Shares For Determining Stock Award   1.00%  
Vesting period   3 years  
Threshold Trading Days Over Which Volume Weighted Average Stock Price Considered Calculating Stock Trading Price | D   10  
John Schaible and Craig Ridenhour | Payable immediately      
COMMITMENTS AND CONTINGENCIES      
Percentage Of Bonus Payable   0.0033%  
John Schaible and Craig Ridenhour | Payable at the end of fourth quarter 2025      
COMMITMENTS AND CONTINGENCIES      
Percentage Of Bonus Payable   0.0033%  
John Schaible and Craig Ridenhour | Payable at the end of the first quarter 2026      
COMMITMENTS AND CONTINGENCIES      
Percentage Of Bonus Payable   0.0033%  
John Schaible and Craig Ridenhour | Granted on signing      
COMMITMENTS AND CONTINGENCIES      
Stock grants | shares   700,000  
John Schaible and Craig Ridenhour | Granted on July 1, 2026      
COMMITMENTS AND CONTINGENCIES      
Stock grants | shares   286,842  
John Schaible and Craig Ridenhour | Stock price milestone one      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares   $ 0.75  
John Schaible and Craig Ridenhour | Stock price milestone two      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares   1  
John Schaible and Craig Ridenhour | Stock price milestone three      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares   1.24  
John Schaible and Craig Ridenhour | Stock price milestone four      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares   1.49  
John Schaible and Craig Ridenhour | Stock price milestone five      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares   $ 1.74  
Sandip Patel      
COMMITMENTS AND CONTINGENCIES      
Term of employment 3 years    
Renewal term 1 year    
Threshold period of written notice of non renewal 60 days    
Annual base salary, year one $ 350,000    
Annual base salary, year two 400,000    
Annual base salary, year three 450,000    
Cash signing bonus 250,000    
Minimum qualified cumulative financing $ 5,000,000    
Number of stock awards | item 5    
Threshold Percentage Of Outstanding Shares For Determining Stock Award 0.50%    
Vesting period 3 years    
Threshold Trading Days Over Which Volume Weighted Average Stock Price Considered Calculating Stock Trading Price | D 10    
Sandip Patel | Payable immediately      
COMMITMENTS AND CONTINGENCIES      
Percentage Of Bonus Payable 0.0033%    
Sandip Patel | Payable at the end of fourth quarter 2025      
COMMITMENTS AND CONTINGENCIES      
Percentage Of Bonus Payable 0.0033%    
Sandip Patel | Payable at the end of the first quarter 2026      
COMMITMENTS AND CONTINGENCIES      
Percentage Of Bonus Payable 0.0033%    
Sandip Patel | Stock price milestone one      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares $ 0.75    
Sandip Patel | Stock price milestone two      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares 1    
Sandip Patel | Stock price milestone three      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares 1.24    
Sandip Patel | Stock price milestone four      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares 1.49    
Sandip Patel | Stock price milestone five      
COMMITMENTS AND CONTINGENCIES      
Weighted Average Price | $ / shares $ 1.74    
v3.25.3
COMMITMENTS AND CONTINGENCIES - Wilson-Davis (Details) - Wilson Davis Co Inc - USD ($)
Jul. 10, 2025
Dec. 19, 2019
Feb. 27, 2018
COMMITMENTS AND CONTINGENCIES      
Amount of damages awarded to the plaintiff in the legal matter $ 490,000 $ 1,265,000 $ 1,470,000
Damage reduced   205,000  
Accrued contingent liability   $ 100,000  
v3.25.3
NOTES PAYABLE - Chardan Convertible Note & Secured Convertible Note Financing (Details)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Oct. 23, 2024
USD ($)
Aug. 09, 2024
shares
Jul. 31, 2024
USD ($)
shares
Sep. 30, 2025
USD ($)
D
$ / shares
shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
shares
Feb. 09, 2024
$ / shares
NOTES PAYABLE                
Value of shares issued         $ 148,381   $ 1,870,381  
Amortization of discount       $ 513,201        
Long-term convertible note Chardan, net             718,866  
Conversion, shares transferred | shares     42,510          
Interest expense on convertible notes           $ 1,896,714 7,276,092  
Secured convertible note, net       $ 100,546     8,909,070  
Unamortized discount             27,167  
Atlas FinTech                
NOTES PAYABLE                
Shares transferred | shares   46,471            
Pre Reverse Split | Atlas FinTech                
NOTES PAYABLE                
Shares transferred | shares   2,788,276            
Chardan Note                
NOTES PAYABLE                
Shares issued under Tau agreement settled (in shares) | shares       4,845,072        
Principal amount     $ 400,000 $ 959,764        
Conversion rate as a percentage of specified trading days volume weighted average share price       90.00%        
Threshold trading days | D       7        
Amortization of discount       $ 240,897 86,209   1,772,558  
Long-term convertible note Chardan, net       0     $ 718,866  
Conversion amount $ 5,209,764     $ 959,764 $ 725,000      
Shares transferred | shares         37,717   4,250,000  
Shares issued as conversion in principle on convertible notes (in shares) | shares         29,485      
Interest amount         $ 212,803   $ 212,803  
Interest expense on convertible notes         $ 137,872   137,872  
Unamortized discount             240,897  
Chardan Note | Quantum Ventures LLC                
NOTES PAYABLE                
Conversion, shares transferred | shares         6,113      
Shares transferred by related party for conversion (in shares) | shares         2,427      
Chardan Note | Atlas FinTech                
NOTES PAYABLE                
Conversion, shares transferred | shares         2,119      
Shares transferred by related party for conversion (in shares) | shares         877      
Chardan Note | Pre Reverse Split                
NOTES PAYABLE                
Conversion amount             $ 4,975,000  
Shares transferred | shares             2,744,623  
Shares issued as conversion in principle on convertible notes (in shares) | shares             2,736,391  
Chardan Note | Maximum                
NOTES PAYABLE                
Conversion price (in dollars per share) | $ / shares       $ 0.18        
Chardan Note | Minimum                
NOTES PAYABLE                
Conversion price (in dollars per share) | $ / shares       $ 0.16        
Funicular Note                
NOTES PAYABLE                
Shares issued under Tau agreement settled (in shares) | shares       63,944,332        
Principal amount       $ 9,324,489        
Conversion price (in dollars per share) | $ / shares       $ 0.15        
Amortization of discount         $ 180,085   $ 457,922  
Conversion amount             $ 509,549  
Shares transferred | shares             258,678  
Interest amount       $ 267,161        
Interest expense on convertible notes       269,925 246,660   $ 1,720,449  
Secured convertible note, net       100,546 7,066,449   8,909,070  
Unamortized discount       $ 0 $ 791,581   513,201  
Shares transferred by related party for conversion (in shares) | shares         368,004      
Pay for accrued interest         $ 217,373   $ 217,373  
Funicular Note | Pre Reverse Split                
NOTES PAYABLE                
Conversion price (in dollars per share) | $ / shares               $ 10
Shares transferred by related party for conversion (in shares) | shares             368,004  
v3.25.3
NOTES PAYABLE - Sellers Note (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Feb. 09, 2024
Feb. 07, 2024
USD ($)
Sep. 30, 2025
USD ($)
D
$ / shares
shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
shares
NOTES PAYABLE            
Amortization of discount     $ 513,201      
Interest expense on convertible notes         $ 1,896,714 $ 7,276,092
Unamortized discount (Premium), Net           27,167
Total carrying balance           980,112
Wilson-Davis Sellers            
NOTES PAYABLE            
Interest amount     113,791      
Principal amount     $ 2,565,931      
Shares issued under Tau agreement settled (in shares) | shares     15,922,008      
Conversion rate as a percentage of specified trading days volume weighted average share price     90.00%      
Threshold trading days | D     7      
Wilson-Davis Sellers | Maximum            
NOTES PAYABLE            
Conversion price (in dollars per share) | $ / shares     $ 0.18      
Wilson-Davis Sellers | Minimum            
NOTES PAYABLE            
Conversion price (in dollars per share) | $ / shares     $ 0.16      
Merger financing            
NOTES PAYABLE            
Interest amount           256,091
Principal amount           1,439,586
Short term, seller notes            
NOTES PAYABLE            
Interest amount       $ 7,530   366,979
Principal amount       359,896   5,000,000
Principal balance       4,640,104    
Pay for accrued interest           92,083
Interest expense on convertible notes       158,333   $ 366,978
Unamortized discount (Premium), Net       $ 0    
Shares transferred by related party for conversion (in shares) | shares       92,083    
Accrued interest net       $ 150,803    
Long-term debt, current maturities       $ 4,790,907    
Sellers note            
NOTES PAYABLE            
Shares transferred by related party for conversion (in shares) | shares       6,133   6,133
Shares issued as conversion in principle on convertible notes (in shares) | shares       31,035   34,931,855
Sellers Notes            
NOTES PAYABLE            
Maturity due   90 days        
Aggregate principal amount   $ 5,000,000        
Conversion rate, as a percentage of trailing seven-trading day VWAP (in percent)   90.00%        
Conversion rate, as a percentage of trailing seven-trading day VWAP, if an event of default occurs and is continuing (in percent)   90.00%        
Interest payable in shares, as a percentage of trailing specified trading day VWAP (in percent)   90.00%        
Interest rate (in percent)   9.00%        
Sellers Notes | Wilson-Davis Sellers            
NOTES PAYABLE            
Maturity due 90 days          
long term, seller notes            
NOTES PAYABLE            
Interest amount           $ 937,773
Maturity due   24 months        
Aggregate principal amount   $ 7,971,000        
Principal amount           6,995,624
Principal balance       $ 7,971,197   975,573
Conversion rate, as a percentage of trailing seven-trading day VWAP (in percent)   90.00%        
Conversion rate, as a percentage of trailing seven-trading day VWAP, if an event of default occurs and is continuing (in percent)   85.00%        
Interest rate (in percent)   13.00%        
Pay for accrued interest           98,483
Amortization of discount       99,890   594,370
Interest expense on convertible notes       259,063   969,473
Unamortized discount (Premium), Net       $ 521,646   27,167
Shares transferred by related party for conversion (in shares) | shares       259,058    
Accrued interest net       $ 259,064   $ 31,706
Total carrying balance       $ 7,708,615    
v3.25.3
NOTES PAYABLE - Contingent Guarantee/ Merger Financing (Details)
1 Months Ended 3 Months Ended 5 Months Ended 9 Months Ended 12 Months Ended
Aug. 11, 2025
shares
Aug. 09, 2024
USD ($)
Feb. 09, 2024
USD ($)
shares
Feb. 07, 2024
USD ($)
Jul. 31, 2024
USD ($)
Sep. 30, 2025
USD ($)
D
$ / shares
shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
Jun. 30, 2025
USD ($)
shares
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
NOTES PAYABLE                        
Value of founder shares transferred to cover cash deficit     $ 6,000,000 $ 4,000,000                
Contingent guarantee     $ 3,256,863         $ 3,256,863     $ 3,256,863 $ 3,256,863
Shares of Founder Shares Transferred | shares     885,010                  
Value of founder shares transferred     $ 4,000,000           $ 1,210,290      
Contingent Guarantee Deemed Value     0                  
Amount of cash recovered through transfer of shares               743,137        
Shares issued as deposit for purchase of the Commercial Bank acquisition (in shares) | shares             1,234,990     1,234,990    
Reduction in the contingent guarantee             $ 1,210,290     $ 1,210,290    
Stock Issued for Contingent Guarantee   $ 2,886,347                    
Percentage of convenience fees   5.00%                    
Amount of convertible notes issued   $ 3,030,665                    
Principal amount of guarantee to be converted                   $ 1,439,586 1,439,586  
Shares issued upon conversion of guarantee | shares                   256,091    
Initial value of derivative             113,044     $ 113,044    
Interest expense on the principal           $ 23,599 56,909     307,801    
Amortization of debt discount           24,215 $ 10,707     88,830    
Derivative liability, carrying balance               $ 1,618,575 $ 1,618,575 1,618,575 1,618,575  
Unamortized debt discount                   24,215 $ 24,215  
Common stock issued to for consulting services (in shares) | shares 200,000                      
Wilson-Davis Sellers                        
NOTES PAYABLE                        
Principal amount           $ 2,565,931            
Conversion rate as a percentage of specified trading days volume weighted average share price           90.00%            
Shares issued under Tau agreement settled (in shares) | shares           15,922,008            
Threshold trading days | D           7            
Interest amount           $ 113,791            
Maximum | Wilson-Davis Sellers                        
NOTES PAYABLE                        
Conversion price (in dollars per share) | $ / shares           $ 0.18            
Minimum | Wilson-Davis Sellers                        
NOTES PAYABLE                        
Conversion price (in dollars per share) | $ / shares           $ 0.16            
Short term                        
NOTES PAYABLE                        
Value of founder shares transferred     8,850,100                  
Long term                        
NOTES PAYABLE                        
Value of founder shares transferred     $ 8,850,100                  
Chardan Note                        
NOTES PAYABLE                        
Shares issued as conversion in principle on convertible notes (in shares) | shares             29,485          
Principal amount         $ 400,000 $ 959,764            
Conversion rate as a percentage of specified trading days volume weighted average share price           90.00%            
Shares issued under Tau agreement settled (in shares) | shares           4,845,072            
Threshold trading days | D           7            
Interest amount             $ 212,803     $ 212,803    
Chardan Note | Maximum                        
NOTES PAYABLE                        
Conversion price (in dollars per share) | $ / shares           $ 0.18            
Chardan Note | Minimum                        
NOTES PAYABLE                        
Conversion price (in dollars per share) | $ / shares           $ 0.16            
Sellers note                        
NOTES PAYABLE                        
Shares issued as conversion in principle on convertible notes (in shares) | shares             31,035     34,931,855    
v3.25.3
NOTES PAYABLE - Tau Agreement - ELOC and Second ELOC Agreement (Details)
3 Months Ended 12 Months Ended
Feb. 05, 2025
USD ($)
D
shares
Jul. 31, 2024
USD ($)
D
shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2025
USD ($)
loan
shares
Sep. 30, 2025
USD ($)
shares
NOTES PAYABLE          
Stock subscription receivable       $ 41,089 $ 41,089
Proceeds from Tau agreement     $ 148,383 $ 1,870,381  
Six subordinated loan agreements          
NOTES PAYABLE          
Number of subordinated loan agreement | loan       6  
Subordinated demand notes          
NOTES PAYABLE          
Extension term of debt instrument       1 year  
Pre Reverse Split          
NOTES PAYABLE          
Common Stock that may be issuable | shares       10,000,000  
Post Reverse Split          
NOTES PAYABLE          
Common Stock that may be issuable | shares       166,667  
ELOC Agreement          
NOTES PAYABLE          
Maximum Aggregate Purchase Price $ 12,250,000 $ 10,000,000      
Agreement Term   24 months      
Number of shares of individual advances requested | shares 2,000 100,000      
Threshold trading days | D 30 30      
Advances requested, percentage of average daily volume of Common Stock traded 50.00% 50.00%      
Shares price payable as percentage of VWAP of the Common Stock 97.00% 97.00%   97.00%  
Threshold consecutive trading days | D 3 3      
Common Stock that may be issuable | shares       1,615,168  
Shares issued under Tau agreement settled (in shares) | shares     24,092 1,574,263  
Pricing period of consecutive trading days       3 days  
Reduction in advance amount, percentage       33.00%  
Commitment fee, percentage       1.25%  
Number of shares transferred by related party | shares       7,378  
Shares issued to settle related party advances and promissory notes (in shares) | shares     38,500 1,566,885  
Stock subscription receivable     $ 154,619 $ 41,089  
Proceeds from Tau agreement     148,382    
Amount of advance notices     441,524 $ 2,093,822  
Initial fair value, commitment amount     391,017    
Initial fair value commitment fee     50,506    
Total Commitment Amount And Fee Receivable     441,524    
Commitment amount for advances     169,084    
Day one charge, fair value recognition     575,136    
Initial fair value at issuance     74,289    
Subsequent fair value of commitment amount     966,153    
Subsequent fair value of commitment fee     124,796    
Number of shares settled | shares       35,282  
shares sold under the share purchase agreement     303,001 $ 22,888  
Shares purchased during the period under the agreement     272,440 1,911,472  
Shares available under share purchase agreement | shares         0
Shares purchased under the share purchase agreement     $ 30,562 $ 2,116,710  
v3.25.3
NOTES PAYABLE - Promissory Notes (Details)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Oct. 13, 2025
USD ($)
shares
Oct. 08, 2025
USD ($)
Oct. 01, 2025
USD ($)
$ / shares
shares
Sep. 16, 2025
USD ($)
$ / shares
shares
Aug. 29, 2025
shares
Aug. 11, 2025
USD ($)
shares
Jul. 01, 2025
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Jun. 23, 2025
USD ($)
$ / shares
shares
Jan. 15, 2025
USD ($)
$ / shares
shares
Feb. 19, 2024
$ / shares
shares
Feb. 09, 2024
USD ($)
installment
$ / shares
shares
Oct. 31, 2025
USD ($)
Sep. 30, 2025
USD ($)
$ / shares
Sep. 30, 2024
USD ($)
shares
Jun. 30, 2024
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Sep. 15, 2025
$ / shares
Dec. 31, 2024
$ / shares
Jun. 30, 2023
$ / shares
NOTES PAYABLE                                        
Stock issued for services | shares           200,000                            
Sale price per share (in dollars per share) | $ / shares                       $ 60                
Change in fair value of stock payable                             $ (196,151) $ (985,072) $ (232,793)      
Value of stock issued for services           $ 40,000                 $ 2,578   $ 44,341      
Common stock, par value (in dollars per share) | $ / shares               $ 0.0001           $ 0.0001   $ 0.0001 $ 0.0001   $ 0.0001 $ 0.0001
Interest expense on convertible notes                               $ 1,896,714 $ 7,276,092      
Promissory notes               $ 1,207,797           $ 691,240   852,968 1,207,797      
Subsequent Event                                        
NOTES PAYABLE                                        
Stock issued for services | shares 325,000   356,901     200,000 356,901                          
Sale price per share (in dollars per share) | $ / shares     $ 0.162       $ 0.162                          
Convertible amount   $ 4,250,000                     $ 4,250,000              
Value of stock issued for services $ 132,372         $ 40,000                            
Aggregate principal amount   $ 10,097,782                                    
Interest amount     $ 57,821       $ 57,821                          
Interest Solutions, LLC                                        
NOTES PAYABLE                                        
Sale price per share (in dollars per share) | $ / shares                       $ 120                
Interest rate (in percent)                       13.00%                
Convertible amount                       $ 275,000                
Number of shares issuable upon debt conversion | shares                       2,408                
Interest expense on convertible notes                           8,913     35,652      
Transferred registered shares | shares                             9,011          
Accrued interest net               9,011             $ 9,011   9,011      
Promissory notes               315,549           $ 324,462   288,908 315,549      
Conversion price (in dollars per share) | $ / shares                           $ 2            
Interest Solutions, LLC | Subsequent Event                                        
NOTES PAYABLE                                        
Conversion price (in dollars per share) | $ / shares     $ 0.5627                                  
Interest amount     $ 49,462                                  
JonesTrading Institutional Services LLC                                        
NOTES PAYABLE                                        
Sale price per share (in dollars per share) | $ / shares                       $ 120                
Interest rate (in percent)                       13.00%                
Convertible amount                       $ 375,000                
Number of shares issuable upon debt conversion | shares                       3,283                
Interest expense on convertible notes                           $ 8,627 12,288   $ 48,617      
Transferred registered shares | shares                                 101      
Accrued interest net               12,288             $ 12,288   $ 12,288      
Promissory notes               430,295           0   393,966 430,295      
Shares issued as conversion in principle on convertible notes (in shares) | shares                             101          
Conversion price (in dollars per share) | $ / shares       $ 0.75                           $ 2    
Shares issued under Tau agreement settled (in shares) | shares       585,229                                
Principal amount       $ 375,000                                
Interest amount       $ 63,922                                
JonesTrading Institutional Services LLC | Subsequent Event                                        
NOTES PAYABLE                                        
Conversion price (in dollars per share) | $ / shares       $ 0.75                                
Shares issued under Tau agreement settled (in shares) | shares       585,229                                
Principal amount       $ 375,000                                
Interest amount       $ 63,922                                
Toppan Merrill LLC                                        
NOTES PAYABLE                                        
Interest rate (in percent)                       13.00%                
Interest expense on convertible notes                                 15,694      
Promissory notes               185,788           55,025   $ 170,094 185,788      
Aggregate principal amount                       $ 160,025                
Minimum | JonesTrading Institutional Services LLC                                        
NOTES PAYABLE                                        
Conversion price (in dollars per share) | $ / shares       $ 0.75                                
Minimum | JonesTrading Institutional Services LLC | Subsequent Event                                        
NOTES PAYABLE                                        
Conversion price (in dollars per share) | $ / shares       $ 0.75                           $ 2    
Carriage House Capital, Inc                                        
NOTES PAYABLE                                        
Stock issued for services | shares                   4,166 5,833 1,667                
Sale price per share (in dollars per share) | $ / shares                     $ 298.8 $ 298.8                
Change in fair value of stock payable                   $ 232,793                    
Value of stock issued for services                   $ 27,100                    
Market price of public shares (in Dollars per share) | $ / shares                   $ 6.5                    
Common stock, par value (in dollars per share) | $ / shares                               $ 62.38        
Number of unissued shares | shares                               4,166        
Carriage House Capital, Inc | Due upon signing of the contract                                        
NOTES PAYABLE                                        
Stock issued for services | shares                     16,677                  
Carriage House Capital, Inc | Due, signing of the contract                                        
NOTES PAYABLE                                        
Stock issued for services | shares                     4,166                  
Carriage House Capital, Inc | Maximum                                        
NOTES PAYABLE                                        
Stock issued for services | shares                     5,833                  
Winston & Strawn LLP                                        
NOTES PAYABLE                                        
Value of shares issuable for services                       $ 2,500,000                
Number of installments | installment                       3                
Subscription payable, liability               $ 2,489,945           $ 691,321   $ 2,425,647 $ 2,489,945      
Value of shares issuable for services in each installment                       $ 833,333                
Winston & Strawn LLP | Maximum                                        
NOTES PAYABLE                                        
Number of shares issuable for services | shares                       2,500,000                
Outside The Box Capital Inc                                        
NOTES PAYABLE                                        
Stock issued for services | shares                                 6,919      
Value of stock issued for services                                 $ 39,404      
Market price of public shares (in Dollars per share) | $ / shares               $ 5.7                 $ 5.7      
Locbox Technologies, Inc                                        
NOTES PAYABLE                                        
Stock issued for services | shares               203,425                        
Value of stock issued for services               $ 41,763                        
Market price of public shares (in Dollars per share) | $ / shares               $ 0.2053                 $ 0.2053      
Payment for software services, Monthly payment               $ 20,000                        
Payment for software services in stock (in percent)               90.00%                        
Issuance of stock for payment of services               9.90%                        
Payment for services, Non-Payment of cash, Interest rate                                 13.00%      
Payment for services, Right to acquire, Ownership percentage               5.00%                        
Payment for services, valuation amount               $ 10,000,000                 $ 10,000,000      
Payment for services right to acquire, investment amount               $ 500,000                 $ 500,000      
License fee paid considered as contribution (in percent)                                 50.00%      
Individual Third Party                                        
NOTES PAYABLE                                        
Stock issued for services | shares                 100,000                      
Value of stock issued for services                 $ 19,050                      
Market price of public shares (in Dollars per share) | $ / shares                 $ 0.1905                      
Stock promotion agreement, Performance of service period                 6 months                      
Stock promotion agreement, Expense recognition period                 6 months                      
Longside Ventures LLC | Subsequent Event                                        
NOTES PAYABLE                                        
Stock issued for services | shares         200,000                              
Longside Ventures LLC | Execution of the agreement, issued | Subsequent Event                                        
NOTES PAYABLE                                        
Stock issued for services | shares         100,000                              
Longside Ventures LLC | One-month anniversary | Subsequent Event                                        
NOTES PAYABLE                                        
Stock issued for services | shares         100,000                              
v3.25.3
NOTES PAYABLE - Subscription Agreement, Hanire Purchase Agreement and Discharge Agreement (Details) - USD ($)
Sep. 30, 2025
Aug. 04, 2025
NOTES PAYABLE    
Deposit $ 200,000  
Series A convertible debentures    
NOTES PAYABLE    
Aggregate principal amount 362,067 $ 500,000
Debt issuance costs $ 10,000  
v3.25.3
NOTES PAYABLE - Debenture (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 04, 2025
Sep. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
NOTES PAYABLE        
Proceeds from Convertible Notes, net of transaction cost   $ 4,700,000 $ 6,000,000  
Amortization of discount   513,201    
Interest expense on convertible notes     $ 1,896,714 $ 7,276,092
Debenture   206,610    
Unamortized discount (Premium), Net       $ 27,167
Series A convertible debentures        
NOTES PAYABLE        
Aggregate principal amount $ 500,000 362,067    
Conversion price (in dollars per share) $ 0.15      
Proceeds from Convertible Notes, net of transaction cost $ 490,000      
Interest rate (in percent) 10.00%      
Percentage Of Proceeds Raised In Excess Of Threshold Amount 100.00%      
Threshold amount $ 10,000,000      
Threshold Period To File Registration Statement 60 days      
Derivative issuance   352,067    
Debt issuance costs   10,000    
Amortization of discount   60,345    
Interest expense on convertible notes   8,333    
Debenture   206,610    
Unamortized discount (Premium), Net   $ 301,723    
v3.25.3
NOTES PAYABLE - Convertible Notes (Details) - USD ($)
3 Months Ended
Sep. 23, 2025
Sep. 16, 2025
Sep. 30, 2025
Jun. 30, 2025
NOTES PAYABLE        
Amortization of discount     $ 513,201  
Total carrying balance       $ 980,112
Unamortized discount (Premium), Net       $ 27,167
Convertible Promissory Notes [Member]        
NOTES PAYABLE        
Aggregate principal amount $ 6,000,000   6,000,000  
Aggregate amount of discount     1,682,154  
Purchase price of notes $ 5,000,000      
Debt discount percentage 20.00%      
Qualified financing, threshold gross proceeds   $ 10,000,000 $ 10,000,000  
Discount of debt instrument     16.67%  
Debt instrument original issue discount     $ 1,000,000  
Derivative issuance     382,154  
Debt issuance costs     300,000  
Amortization of discount     140,179  
Total carrying balance     4,458,026  
Unamortized discount (Premium), Net     $ 1,541,975  
v3.25.3
INTANGIBLE ASSETS - Pacsquare Purchase Agreement (Details)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
installment
Mar. 31, 2025
USD ($)
INTANGIBLE ASSETS            
Amortization of intangibles $ 355,795 $ 307,191 $ 337,911 $ 791,375 $ 1,362,446  
AtlasClear Platform | Pacsquare            
INTANGIBLE ASSETS            
Threshold period to receive level 1 equities trading platform from signing of agreement         12 months  
Purchase price         $ 4,800,000  
Payable in cash and in shares of common stock         1,900,000  
Payable in cash upon delivery of source code and execution of purchase agreement         100,000  
Total Purchase Price         850,000  
Four monthly installments payable         $ 950,000  
Number of monthly installments | installment         4  
Monthly installments payable         $ 237,500  
Payable ratably on module-by-module basis upon delivery and acceptance of each of platform modules         2,700,000  
Cash consideration       500,000 125,000  
Accrued in accounts payable     $ 85,000 85,000 40,000  
Purchase price allocated to Contribution Agreement       $ 1,726,500    
Asset acquisition, additional consideration payable         $ 80,000  
Accrued payable           $ 165,000
v3.25.3
INTANGIBLE ASSETS - Schedule of Intangible assets (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
Cost      
Goodwill $ 6,142,525 $ 6,142,525 $ 6,142,525
Intangible assets, gross including goodwill 22,696,325 22,696,325 40,657,069
Accumulated Amortization (2,192,385) (1,836,590) (791,375)
Impairment of Asset      
Finite lived intangible assets (including goodwill), accumulated impairment loss     (17,845,813)
Net      
Goodwill, Total 6,142,525 6,142,525 7,706,725
Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill $ 20,503,940 $ 20,859,735 $ 22,019,881
Developed technology      
INTANGIBLE ASSETS      
Est useful life   10 years 10 years
Cost      
Finite lived intangible assets, gross   $ 1,928,800 $ 1,726,500
Accumulated Amortization   (143,696)  
Net      
Intangible assets, net   $ 1,785,104 $ 1,726,500
Technology acquired      
INTANGIBLE ASSETS      
Est useful life     0 days
Cost      
Finite lived intangible assets, gross     $ 18,163,044
Accumulated Amortization     (317,231)
Impairment of Asset      
Intangible assets excluding goodwill accumulated impairment loss     $ (17,845,813)
Customer Lists      
INTANGIBLE ASSETS      
Est useful life 12 years 12 years 12 years
Cost      
Finite lived intangible assets, gross $ 14,625,000 $ 14,625,000 $ 14,625,000
Accumulated Amortization (2,000,086) (1,692,894) (474,144)
Net      
Intangible assets, net $ 12,624,914 $ 12,932,106 $ 14,150,856
Pacsquare assets - Proprietary Software      
INTANGIBLE ASSETS      
Est useful life 10 years 10 years  
Cost      
Indefinite lived $ 1,928,800    
Accumulated Amortization (192,299)    
Net      
Intangible assets, net $ 1,736,501    
v3.25.3
INTANGIBLE ASSETS - Amortization of intangible assets (Details) - USD ($)
Sep. 30, 2025
Jun. 30, 2025
INTANGIBLE ASSETS    
June 30, 2026 $ 1,055,782  
June 30, 2027 1,411,577 $ 1,411,577
June 30, 2028 1,414,916 1,411,577
June 30, 2029 1,414,577 1,414,916
June 30, 2030 1,411,577 1,411,577
June 30, 2030   1,411,577
Thereafter   $ 7,655,985
Thereafter $ 7,655,985  
v3.25.3
STOCKHOLDERS' DEFICIT (Details)
3 Months Ended 12 Months Ended
Oct. 13, 2025
USD ($)
shares
Oct. 01, 2025
USD ($)
$ / shares
shares
Aug. 11, 2025
USD ($)
shares
Jul. 17, 2025
USD ($)
$ / shares
shares
Jul. 01, 2025
USD ($)
$ / shares
shares
Feb. 09, 2024
$ / shares
shares
Sep. 30, 2025
USD ($)
shares
Sep. 19, 2025
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
shares
Oct. 08, 2025
shares
Dec. 31, 2024
shares
Jun. 30, 2024
shares
Jun. 29, 2024
shares
STOCKHOLDERS' DEFICIT                            
Preferred stock, shares authorized             25,000,000     25,000,000   25,000,000 25,000,000  
Preferred stock, shares issued             0     0     0  
Preferred stock, shares outstanding             0     0     0  
Common stock, shares authorized             500,000,000     500,000,000   500,000,000 500,000,000  
Common stock, voting rights             one     one        
Common stock, shares issued             126,819,145     40,165,603     207,585 12,455,157
Common stock, shares outstanding             126,819,145     40,165,603     207,585 12,455,157
Common stock issued to for consulting services (in shares)     200,000                      
Sale price per share (in dollars per share) | $ / shares           $ 60                
Common stock issued to for consulting services | $     $ 40,000           $ 2,578 $ 44,341        
Proceeds from Tau agreement | $                 $ 148,383 $ 1,870,381        
Quantum Fintech Acquisition Corp                            
STOCKHOLDERS' DEFICIT                            
Share exchange ratio           1                
Quantum Fintech Acquisition Corp | Warrants issued in exchange for public warrants to purchase Quantum Common Stock                            
STOCKHOLDERS' DEFICIT                            
Number of shares called by each warrant           0.5                
Quantum Fintech Acquisition Corp | Warrants issued in exchange for private warrants to purchase Quantum Common Stock                            
STOCKHOLDERS' DEFICIT                            
Number of shares called by each warrant           1                
Sandip I. Patel, P.A.                            
STOCKHOLDERS' DEFICIT                            
Common stock issued to for consulting services (in shares)       800,000                    
Sale price per share (in dollars per share) | $ / shares       $ 0.21                    
Common stock issued to for consulting services | $       $ 169,920                    
Wilson-Davis Sellers                            
STOCKHOLDERS' DEFICIT                            
Interest amount | $             $ 113,791              
Subsequent Event                            
STOCKHOLDERS' DEFICIT                            
Common stock issued to for consulting services (in shares) 325,000 356,901 200,000   356,901                  
Sale price per share (in dollars per share) | $ / shares   $ 0.162     $ 0.162                  
Common stock issued to for consulting services | $ $ 132,372   $ 40,000                      
Interest amount | $   $ 57,821     $ 57,821                  
Number of shares called by each warrant                     1      
Subsequent Event | Sandip I. Patel, P.A.                            
STOCKHOLDERS' DEFICIT                            
Common stock issued to for consulting services (in shares)       800,000                    
Sale price per share (in dollars per share) | $ / shares       $ 0.21                    
Common stock issued to for consulting services | $       $ 169,920                    
Subsequent Event | Wilson-Davis Sellers                            
STOCKHOLDERS' DEFICIT                            
Interest amount | $               $ 113,791            
v3.25.3
STOCK BASED COMPENSATION - Executive Employment Agreements and Equity Awards (Details)
1 Months Ended
Sep. 30, 2025
USD ($)
FAIR VALUE MEASUREMENTS  
Term of agreement 3 years
Minimum  
FAIR VALUE MEASUREMENTS  
Annual base salaries entitlements $ 350,000
Maximum  
FAIR VALUE MEASUREMENTS  
Annual base salaries entitlements $ 500,000
v3.25.3
STOCK BASED COMPENSATION - Time-Based Stock Awards (Details) - Time-Based Stock Awards
1 Months Ended
Sep. 30, 2025
shares
Schaible  
FAIR VALUE MEASUREMENTS  
One-time grant upon execution of agreement 700,000
Additional shares issuable 286,842
Ridenhour  
FAIR VALUE MEASUREMENTS  
One-time grant upon execution of agreement 700,000
Additional shares issuable 286,842
v3.25.3
STOCK BASED COMPENSATION - Performance-Based (Market Condition) Stock Awards (Details)
1 Months Ended 3 Months Ended
Sep. 30, 2025
item
$ / shares
Sep. 30, 2025
shares
Performance-based stock awards    
FAIR VALUE MEASUREMENTS    
Vesting period 3 years  
Shares vested | shares   0
Tranche 1    
FAIR VALUE MEASUREMENTS    
Volume weighted average trigger price $ 0.75  
Tranche 2    
FAIR VALUE MEASUREMENTS    
Volume weighted average trigger price 1  
Tranche 3    
FAIR VALUE MEASUREMENTS    
Volume weighted average trigger price 1.24  
Tranche 4    
FAIR VALUE MEASUREMENTS    
Volume weighted average trigger price 1.49  
Tranche 5    
FAIR VALUE MEASUREMENTS    
Volume weighted average trigger price $ 1.74  
Schaible | Performance-based stock awards    
FAIR VALUE MEASUREMENTS    
Number of awards eligible to be received | item 5  
Percentage of shares per award 1.00%  
Ridenhour | Performance-based stock awards    
FAIR VALUE MEASUREMENTS    
Number of awards eligible to be received | item 5  
Percentage of shares per award 1.00%  
Sandip Patel | Performance-based stock awards    
FAIR VALUE MEASUREMENTS    
Number of awards eligible to be received | item 5  
Percentage of shares per award 0.50%  
v3.25.3
STOCK BASED COMPENSATION - Summary the key assumptions used in the valuation of performance-based stock awards (Details)
3 Months Ended
Sep. 30, 2025
$ / shares
FAIR VALUE MEASUREMENTS  
Share-Based Payment Arrangement, Valuation Technique [Extensible Enumeration] us-gaap:MonteCarloModelMember
Expected volatility 140.60%
Risk-free interest rate 3.50%
Expected term 3 years
Expected dividend yield 0.00%
Tranche 1  
FAIR VALUE MEASUREMENTS  
Market price of public shares (in Dollars per share) $ 0.66
Tranche 2  
FAIR VALUE MEASUREMENTS  
Market price of public shares (in Dollars per share) 0.65
Tranche 3  
FAIR VALUE MEASUREMENTS  
Market price of public shares (in Dollars per share) 0.64
Tranche 4  
FAIR VALUE MEASUREMENTS  
Market price of public shares (in Dollars per share) 0.63
Tranche 5  
FAIR VALUE MEASUREMENTS  
Market price of public shares (in Dollars per share) $ 0.62
v3.25.3
STOCK BASED COMPENSATION - Stock-Based Compensation Expense (Details)
3 Months Ended
Sep. 30, 2025
USD ($)
FAIR VALUE MEASUREMENTS  
Total stock-based compensation expense $ 155,411
Total unrecognized compensation cost $ 11,273,921
Weighted average recognition period 2 years 9 months
Time-Based Stock Awards  
FAIR VALUE MEASUREMENTS  
Total stock-based compensation expense $ 53,492
Market-based stock awards  
FAIR VALUE MEASUREMENTS  
Total stock-based compensation expense $ 101,919
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)
Sep. 30, 2025
Sep. 16, 2025
Aug. 04, 2025
Jun. 30, 2025
Jun. 30, 2024
Chardan Note          
FAIR VALUE MEASUREMENTS          
Derivative liability $ 0     $ 0  
Merger Financing          
FAIR VALUE MEASUREMENTS          
Derivative liability 0     63,696  
Debenture          
FAIR VALUE MEASUREMENTS          
Derivative liability 1,189,955   $ 352,067    
Convertible notes          
FAIR VALUE MEASUREMENTS          
Derivative liability 435,027 $ 382,154      
Level 1          
FAIR VALUE MEASUREMENTS          
Trading securities 5     5  
Level 3          
FAIR VALUE MEASUREMENTS          
Subscription agreement 691,321     2,489,945 $ 2,425,647
Warrant liability - Private Warrants 184,594     123,062 307,656
Earnout liability 11,485,000     11,369,000 $ 12,298,000
Tau agreement       539,787  
Level 3 | Chardan Note          
FAIR VALUE MEASUREMENTS          
Derivative liability       103,185  
Level 3 | Merger Financing          
FAIR VALUE MEASUREMENTS          
Derivative liability       $ 63,696  
Level 3 | Debenture          
FAIR VALUE MEASUREMENTS          
Derivative liability 1,189,955        
Level 3 | Convertible notes          
FAIR VALUE MEASUREMENTS          
Derivative liability $ 435,027        
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of key inputs into the Monte Carlo model for the Subscription Agreement (Details)
Jun. 30, 2025
$ / shares
Jun. 30, 2024
$ / shares
Discount rate    
FAIR VALUE MEASUREMENTS    
Subscription agreement 0.11  
Market price of public shares    
FAIR VALUE MEASUREMENTS    
Subscription agreement 0.19 62.4
Equity volatility    
FAIR VALUE MEASUREMENTS    
Subscription agreement 1.677 0.262
Risk-free rate    
FAIR VALUE MEASUREMENTS    
Subscription agreement 0.0421 0.0505
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of Key Inputs into the Black-Scholes model for the Private Warrants (Details)
Sep. 30, 2025
$ / shares
Jun. 30, 2025
$ / shares
Jun. 30, 2024
$ / shares
Market price of public shares      
FAIR VALUE MEASUREMENTS      
Private warrants 0.51 0.19 62.4
Risk-free rate      
FAIR VALUE MEASUREMENTS      
Private warrants 0.0359 0.0367 0.0427
Dividend yield      
FAIR VALUE MEASUREMENTS      
Private warrants 0 0 0
Volatility      
FAIR VALUE MEASUREMENTS      
Private warrants 1.494 1.677 0.587
Exercise price      
FAIR VALUE MEASUREMENTS      
Private warrants 689.86 689.86 689.86
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of key inputs into the Monte Carlo model for the Earnout liability (Details)
Sep. 30, 2025
$ / shares
Jun. 30, 2025
$ / shares
Jun. 30, 2024
$ / shares
Market price of public shares      
FAIR VALUE MEASUREMENTS      
Earnout liability 0.51 0.19 62.4
Revenue volatility      
FAIR VALUE MEASUREMENTS      
Earnout liability 0.12 0.12 0.15
Discount factor for revenue      
FAIR VALUE MEASUREMENTS      
Earnout liability 0.0995 0.0931 0.0969
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of key inputs into the Black-Scholes model for the Conversion derivative (Details)
3 Months Ended
Sep. 30, 2025
$ / shares
Sep. 16, 2025
Aug. 04, 2025
$ / shares
Jun. 30, 2025
$ / shares
Jun. 30, 2025
Aug. 09, 2024
$ / shares
Jun. 30, 2024
$ / shares
FAIR VALUE MEASUREMENTS              
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate 3.50%            
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate 0.00%            
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate 140.60%            
Long-Term Notes | Market price of public shares              
FAIR VALUE MEASUREMENTS              
Convertible derivative       0.19     62.4
Long-Term Notes | Risk-free rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.0413   0.049
Long-Term Notes | Discount rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.1563    
Long-Term Notes | Probability of default              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.143    
Long-Term Notes | Recovery rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.289    
Long-Term Notes | Dividend yield              
FAIR VALUE MEASUREMENTS              
Convertible derivative             0
Long-Term Notes | Volatility              
FAIR VALUE MEASUREMENTS              
Convertible derivative       167.7 1.677   144.61
Long-Term Notes | Exercise price              
FAIR VALUE MEASUREMENTS              
Convertible derivative             0.99
Chardan Note | Market price of public shares              
FAIR VALUE MEASUREMENTS              
Convertible derivative       0.19     62.4
Chardan Note | Risk-free rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.0432   0.0452
Chardan Note | Discount rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.1243    
Chardan Note | Probability of default              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.059    
Chardan Note | Recovery rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.476    
Chardan Note | Dividend yield              
FAIR VALUE MEASUREMENTS              
Convertible derivative             0
Chardan Note | Volatility              
FAIR VALUE MEASUREMENTS              
Convertible derivative             1,666.81
Chardan Note | Exercise price              
FAIR VALUE MEASUREMENTS              
Convertible derivative             0.84
Secured Convertible Note | Market price of public shares              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.19     0.19      
Secured Convertible Note | Risk-free rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.0363       0.0363    
Secured Convertible Note | Discount rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.1202       0.1202    
Secured Convertible Note | Probability of default              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.44       0.44    
Secured Convertible Note | Recovery rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.476       0.476    
Secured Convertible Note | Volatility              
FAIR VALUE MEASUREMENTS              
Convertible derivative 1.677       1.677    
Merger Financing | Market price of public shares              
FAIR VALUE MEASUREMENTS              
Convertible derivative       0.19   16.2  
Merger Financing | Risk-free rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.0413 0.0478  
Merger Financing | Discount rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.1563 0.1698  
Merger Financing | Probability of default              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.143 0.254  
Merger Financing | Recovery rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative         0.289 0.289  
Merger Financing | Volatility              
FAIR VALUE MEASUREMENTS              
Convertible derivative         1.677 0.372  
Debenture | Market price of public shares              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.51   0.22        
Debenture | Risk-free rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.0366   0.0375        
Debenture | Discount rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.1099   0.1541        
Debenture | Probability of default              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.15   0.15        
Debenture | Recovery rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.429   0.429        
Debenture | Volatility              
FAIR VALUE MEASUREMENTS              
Convertible derivative 1.494   1.659        
Convertible notes | Discount rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.1096 0.1121          
Convertible notes | Probability of default              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.0827 0.0898          
Convertible notes | Recovery rate              
FAIR VALUE MEASUREMENTS              
Convertible derivative 0.429 0.429          
v3.25.3
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)
12 Months Ended
Feb. 09, 2024
Feb. 07, 2024
Jun. 30, 2025
Sep. 30, 2025
Sep. 16, 2025
Aug. 04, 2025
Jun. 30, 2024
Jun. 29, 2024
Short-Term Debt [Line Items]                
Penalty interest rate             13.00% 9.00%
Marketing fees payable to underwriters $ 7,043,750              
Long-Term Notes                
Short-Term Debt [Line Items]                
Fair value of embedded derivative     $ 103,185 $ 0        
Maturity due   24 months            
Long-Term Notes | Conversion derivative                
Short-Term Debt [Line Items]                
Unamortized discount     776,919          
Increased fair value             $ 7,664,613  
Chardan Note                
Short-Term Debt [Line Items]                
Fair value of embedded derivative     $ 0 0        
Number of years up to which the converted amount is to be held for payment of interest     3 years          
Chardan Note | Conversion derivative                
Short-Term Debt [Line Items]                
Unamortized discount             404,483  
Increased fair value             $ 3,990,385  
Chardan Note | Chardan Capital Market LLC                
Short-Term Debt [Line Items]                
Marketing fees payable to underwriters     $ 7,043,750          
Interest payable in shares, as a percentage of trailing specified trading day VWAP (in percent)     85.00%          
Convertible notes                
Short-Term Debt [Line Items]                
Fair value of embedded derivative       435,027 $ 382,154      
Long - Term notes and Chardan Note                
Short-Term Debt [Line Items]                
Fair value of embedded derivative     $ 103,185          
Secured Convertible Note                
Short-Term Debt [Line Items]                
Fair value of embedded derivative     0          
Merger Financing                
Short-Term Debt [Line Items]                
Fair value of embedded derivative     $ 63,696 0        
Debenture                
Short-Term Debt [Line Items]                
Fair value of embedded derivative       $ 1,189,955   $ 352,067    
v3.25.3
FAIR VALUE MEASUREMENTS - Tau Agreement (Details) - Tau Agreement
Sep. 30, 2025
USD ($)
Jun. 30, 2025
USD ($)
$ / shares
Sep. 30, 2024
USD ($)
Jul. 31, 2024
USD ($)
$ / shares
FAIR VALUE MEASUREMENTS        
Initial fair value, commitment amount     $ 391,017  
Subsequent fair value of commitment amount     966,153  
Initial fair value commitment fee     50,506  
Subsequent fair value of commitment fee     $ 124,796  
Tau Investment Partners LLC        
FAIR VALUE MEASUREMENTS        
Initial fair value, commitment amount $ 0 $ 539,448    
Subsequent fair value of commitment amount       $ 966,153
Initial fair value commitment fee   $ 337    
Subsequent fair value of commitment fee       $ 124,796
Tau Investment Partners LLC | Anticipated Monthly Advance Amounts        
FAIR VALUE MEASUREMENTS        
Commitment amount   40,000   40,000
Tau Investment Partners LLC | Market price of public shares        
FAIR VALUE MEASUREMENTS        
Commitment fee | $ / shares   0.19   16.2
Tau Investment Partners LLC | Risk-free rate        
FAIR VALUE MEASUREMENTS        
Commitment amount   0.0375   0.042
Commitment fee   0.0375   0.042
Tau Investment Partners LLC | Volatility        
FAIR VALUE MEASUREMENTS        
Commitment amount   1.677   0.403
Commitment fee   1.677   0.403
v3.25.3
FAIR VALUE MEASUREMENTS - Schedule of changes in the fair value (Details) - USD ($)
3 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2025
Shares issuable pursuant to Subscription agreement      
Fair value asset      
Fair value $ 2,489,945 $ 2,425,647 $ 2,425,647
Change in valuation inputs or other assumptions     64,298
Fair value     2,489,945
Private Placement Warrants      
Fair value liability      
Fair value 123,062 307,656 307,656
Change in valuation inputs or other assumptions 61,531 (246,125) (184,594)
Fair value 184,593 61,531 123,062
Tau Agreement Liability      
Fair value liability      
Fair value 539,787    
Write of receivable (205,238)    
Initial measurement   1,090,949 1,090,949
Fair value of advance requests     1,652,300
Transferred to equity   (303,000) (1,911,472)
Change in valuation inputs or other assumptions (334,549) 184,559 (291,990)
Fair value   972,508 539,787
Conversion Derivative      
Fair value liability      
Fair value 103,185 16,462,690 16,462,690
Change in valuation inputs or other assumptions (103,185) (14,320,179) (16,359,505)
Fair value   2,142,511 103,185
Earnout Liability      
Fair value liability      
Fair value 11,369,000 12,298,000 12,298,000
Change in valuation inputs or other assumptions 116,000 340,000 (929,000)
Fair value 11,485,000 12,638,000 11,369,000
Shares issuable pursuant to Subscription agreement      
Fair value liability      
Fair value   2,425,647 2,425,647
Change in valuation inputs or other assumptions   34,841  
Fair value   2,460,488  
Shares issuable pursuant to Subscription agreement | Shares issuable pursuant to Subscription agreement      
Fair value liability      
Fair value 2,489,945    
Shares issued as partial payment 1,798,624    
Fair value 691,321   2,489,945
Contingent Guarantee      
Fair value liability      
Fair value   3,256,863 3,256,863
Shares issued as partial payment   (1,210,290) 1,210,290
Change in valuation inputs or other assumptions   839,774 839,774
Exchanged to Merger financing note   (2,886,347) 2,886,347
Merger Financing Derivative      
Fair value liability      
Fair value 63,696
Initial measurement   113,044 113,044
Shares issued as partial payment 63,696    
Change in valuation inputs or other assumptions   63,195 (49,348)
Fair value   176,239 63,696
Secured Convertible Derivative      
Fair value liability      
Fair value
Initial measurement     89,535
Change in valuation inputs or other assumptions   89,535 (89,535)
Fair value   $ 89,535
Debenture Derivative      
Fair value liability      
Fair value 1,189,955    
Initial measurement     352,067
Change in valuation inputs or other assumptions     837,888
Fair value     1,189,955
Convertible Notes Derivative      
Fair value liability      
Fair value $ 435,027    
Initial measurement     382,154
Change in valuation inputs or other assumptions     52,873
Fair value     $ 435,027
v3.25.3
FAIR VALUE MEASUREMENTS - Fair value Assets and Liabilities Transfer Amount (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2025
FAIR VALUE MEASUREMENTS        
Asset transfers from level 1 to level 2 $ 0 $ 0 $ 0 $ 0
Asset transfers from level 2 to level 1 0 0 0 0
Liability transfers from level 1 to level 2 0 0 0 0
Liability transfers from level 2 to level 1 0 0 0 0
Asset transfers into or out of level 3 0 0 0 0
Liability transfers into or out of level 3 $ 0 $ 0 $ 0 $ 0
v3.25.3
SEGMENT REPORTING (Details) - segment
3 Months Ended 12 Months Ended
Sep. 30, 2025
Jun. 30, 2025
SEGMENT REPORTING    
Number of reportable segment 1 1
Number of operating segments   1
v3.25.3
SEGMENT REPORTING - Revenue and operating income (loss) (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2025
SEGMENT REPORTING              
Commissions $ 2,334,389 $ 1,383,828 $ 1,750,159   $ 2,679,673   $ 5,937,532
Vetting fees 371,700 365,383 340,050   499,125   1,459,321
Clearing fees 714,349 1,047,712 624,550   756,393   3,165,714
Net gain/(loss) on firm trading accounts (111) 1,711 6,390   10,046   6,580
Other revenue 830,263 5,448 9,650   56,246   287,465
TOTAL REVENUES 4,250,590 2,804,082 2,730,799   4,001,483   10,856,612
Loss from operations (877,238) (941,102) (398,919) $ (577,313) (14,268,826) $ (1,485,122) (4,917,281)
Total assets 73,634,759   57,466,554 $ 58,621,911 57,466,554 $ 58,621,911 60,892,833
Single reportable segment              
SEGMENT REPORTING              
Commissions 2,334,389 1,383,828     2,679,673   5,937,532
Vetting fees 371,700 365,383     499,125   1,459,321
Clearing fees 714,349 1,047,712     756,393   3,165,714
Net gain/(loss) on firm trading accounts (111) 1,711     10,046   6,580
Other revenue 830,263 5,448     56,246   287,465
TOTAL REVENUES 4,250,590 2,804,082     4,001,483   10,856,612
Loss from operations (877,238) (941,102)     (14,268,826)   (4,917,281)
Total assets $ 73,634,759 $ 55,994,817 $ 57,466,554   $ 57,466,554   $ 60,892,833
v3.25.3
SUBSEQUENT EVENTS - Convertible Note Financing (Details) - USD ($)
Oct. 08, 2025
Feb. 09, 2024
Sep. 30, 2025
Sep. 19, 2025
Jun. 30, 2025
Jan. 07, 2025
Dec. 31, 2024
Feb. 24, 2024
Funicular Note                
SUBSEQUENT EVENTS                
Aggregate principal amount   $ 6,000,000     $ 9,422,271 $ 6,000,000 $ 9,357,195 $ 6,000,000
Purchase price of notes   $ 6,000,000            
Interest rate (in percent)   12.50%       12.50%    
Interest rate in the event of default (in percent)   20.00%       20.00%    
Conversion price (in dollars per share)     $ 0.15          
Subsequent Event                
SUBSEQUENT EVENTS                
Aggregate principal amount $ 10,097,782              
Subsequent Event | Funicular Note                
SUBSEQUENT EVENTS                
Aggregate principal amount 6,000,000              
Principal balance 97,782              
Conversion price (in dollars per share)       $ 0.15        
Subsequent Event | Restated note                
SUBSEQUENT EVENTS                
Aggregate principal amount 10,097,782              
Purchase price of notes $ 10,000,000              
Interest rate (in percent) 11.00%              
Interest rate in the event of default (in percent) 14.00%              
Conversion price (in dollars per share) $ 0.75              
v3.25.3
SUBSEQUENT EVENTS - Equity Financing (Details) - Subsequent Event
Oct. 09, 2025
shares
Oct. 08, 2025
USD ($)
$ / shares
shares
SUBSEQUENT EVENTS    
Number of shares issued 16,666,666 16,666,666
Price per unit | $ / shares   $ 0.6
Number of shares per unit   1
Number of warrants per unit   1
Number of shares per warrant   1
Exercise price of warrants | $ / shares   $ 0.6
Period for conducting subsequent financing   12 months
Minimum threshold investment amount | $   $ 50,000
Percentage of investment amount   100.00%
Placement agent fees, percentage of notes   4.50%
Placement agent fees, percentage of sale of units to existing investors   6.00%
Placement agent fees, percentage of sale of units to new investors   7.00%
Units sold | $   $ 500,000
Warrants exercised to purchase of common stock   1,000,000
2025 Warrant    
SUBSEQUENT EVENTS    
Warrant term   5 years
Number of shares per warrant   1
Exercise price of warrants | $ / shares   $ 0.75
Number of closing bid price   2
Days for calculating bid price   2 days
v3.25.3
SUBSEQUENT EVENTS - Issuances of Common Stock (Details) - USD ($)
3 Months Ended 12 Months Ended
Oct. 13, 2025
Oct. 01, 2025
Aug. 11, 2025
Jul. 01, 2025
Sep. 30, 2024
Jun. 30, 2025
Sep. 30, 2025
Subsequent Event [Line Items]              
Stock issued for services     200,000        
Value of stock issued for services     $ 40,000   $ 2,578 $ 44,341  
Interest solutions note              
Subsequent Event [Line Items]              
Conversion price (in dollars per share)             $ 2
Subsequent Event              
Subsequent Event [Line Items]              
Amount of interest converted   $ 57,821   $ 57,821      
Shares issued to settled vendor obligations (in shares) 192,744            
Amount of vendor payable $ 34,000            
Stock issued for services 325,000 356,901 200,000 356,901      
Value of stock issued for services $ 132,372   $ 40,000        
Subsequent Event | Interest solutions note              
Subsequent Event [Line Items]              
Conversion price (in dollars per share)   $ 0.5627          
Conversion, shares issued   576,616          
Conversion amount   $ 275,000          
Amount of interest converted   $ 49,462          
v3.25.3
Submission
Nov. 25, 2025
Submission [Line Items]  
Central Index Key 0001963088
Registrant Name AtlasClear Holdings, Inc.
Registration File Number 333-291365
Form Type S-1
Submission Type S-1/A
Fee Exhibit Type EX-FILING FEES
Offering Table N/A
Offset Table N/A N/A
Combined Prospectus Table N/A N/A
v3.25.3
Offerings
Nov. 25, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Rule 457(a) true
Security Type Equity
Security Class Title Common Stock, par value $0.00001 per share
Amount Registered | shares 3,333,333
Proposed Maximum Offering Price per Unit 0.265
Maximum Aggregate Offering Price $ 883,333.24
Fee Rate 0.01381%
Amount of Registration Fee $ 121.99
Offering Note Note 1(a) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered. Note 1(b) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The price shown is the average of the high and low selling price of the common stock on November 21, 2025, as reported on the NYSE American LLC. Note 1(c) Consists of an aggregate of up to 3,333,333 shares of Common Stock issued or issuable to certain Selling Stockholder named in this prospectus.
Offering: 2  
Offering:  
Fee Previously Paid true
Rule 457(a) true
Security Type Equity
Security Class Title Common Stock, par value $0.00001 per share
Amount Registered | shares 48,597,042
Proposed Maximum Offering Price per Unit 0.265
Maximum Aggregate Offering Price $ 12,878,216.13
Amount of Registration Fee $ 1,778.48
Offering Note Note 2(a) See Notes 1(a) and 1(b). Note 2(b) Consists of an aggregate of up to 47,597,042 shares of Common Stock issued or issuable to certain Selling Stockholders named in this prospectus.
v3.25.3
Fees Summary
Nov. 25, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 13,761,549.37
Previously Paid Amount 2,244.91
Total Fee Amount 1,900.47
Total Offset Amount 0.00
Net Fee $ 0.00