{"url_path":"/sec/atchw/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1963088/0001493152-26-022724-index.html","accession_number":"0001493152-26-022724","cik":"0001963088","ticker":"ATCH","issuer_name":"AtlasClear Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1963088/0001493152-26-022724-index.html","primary_entity_key":"0001963088","primary_entity_name":"AtlasClear Holdings, Inc."},"word_count":253,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors**\n\n** **\n\nFactors\nthat could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report.\nAny of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional\nrisk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As\nof the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report, other than the following additional risk factor:\n\n \n\n**We may not be able to\nsuccessfully consummate the acquisition of Ark.**\n\n** **\n\nOn April 24, 2026, we announced\nthat we had entered into a letter of intent (“LOI”) to acquire Ark and its wholly-owned subsidiary, Dawson James Securities,\nInc. The LOI is non-binding, except for certain provisions including exclusivity and confidentiality. The completion of a definitive agreement\nremains subject to a number of factors, including due diligence satisfactory to us and board approvals by both companies. Although the\nLOI provides that certain provisions are binding on the parties, it does not obligate the parties to consummate the proposed transaction.\nIf definitive agreements are entered into, the closing of the transaction will be subject to various closing conditions, including FINRA\napproval. There can be no assurance that any definitive agreements will be entered into or that the proposed transaction will be consummated\non the terms contemplated by the LOI, or at all."}