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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