AtlasClear Holdings, Inc. (“AtlasClear Holdings” or the “Company”) (NYSEAMEX: ATCH), plans to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking of evolving and innovative financial products with a focus on the small and middle market financial services firms.

On March 3, 2025, the Company issued a Press Release citing that at least 10% of the Company debt was satisfied through conversions. To date, $7,542,880.80 of the convertible debt has been satisfied through conversion, representing approximately 50% of the convertible debt originally accepted at Despac and more than 22% of total debt.

Cautionary Note Regarding Forward Looking Statements

This Shareholder Letter contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” and similar words. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) the closing of all or any portion of the investment from Hanire, (ii) AtlasClear Holdings’ expectations regarding the benefits of the investment from Hanire, including its ability to allow AtlasClear Holdings to accomplish a number of its strategic goals, achieve profitability, deliver the capital needed for its proposed bank acquisition upon approval, solidify its capital foundation, reduce potential dilution, and position the Company to maximize long-term stockholder value, (iii) AtlasClear Holdings’ expectations as to future operational results, (v) AtlasClear Holdings’ anticipated growth strategy, including expected acquisitions and its intended primary focus on introducing broker dealers, (vi) AtlasClear’s beliefs regarding future regulations and their impact on the Company, (vii) AtlasClear’s beliefs regarding the future of the crypto and digital assets markets; and (viii) the financial technology of AtlasClear Holdings. These forward-looking statements are based on the current beliefs and expectations of our management team and involve risks, potential changes in circumstances, assumptions, and uncertainties, including risks related to any failure by Hanire to deliver the tranches of capital on the anticipated schedule, or at all; any failure by the Company to meet the milestones required to receive the tranches of capital on a timely basis, or at all; failure of the Company to realize the anticipated benefits of the investment of capital, such as achieving profitability, delivering the capital needed for its proposed bank acquisition upon approval, solidifying its capital foundation, reducing potential dilution, and positioning the Company to maximize long-term stockholder value; failure by AtlasClear Holdings to satisfy the closing conditions to any of the tranches of capital; inability of regulatory changes, if any are enacted, to favorably impact the Company; poor performance or lack of growth in crypto and digital assets generally; the Company’s inability to accurately predict regulatory developments and developments in the crypto and digital asset markets; the Company’s ability to successfully introduce its new products, gain market acceptance for these products, and achieve profitability by marketing and selling these products. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this Stockholder Letter.

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