Regulation FD Disclosure - Form 8-K

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on February 9, 2024, AtlasClear Holdings, Inc. (the "Company") and Chardan Capital Markets, LLC ("Chardan") entered into a convertible promissory note (the "Chardan Note") in the aggregate principal amount of $4,150,000 in settlement of the fee payable by Quantum FinTech Acquisition Corporation ("Quantum") to Chardan upon consummation of the Company's business combination, pursuant to the business combination marketing agreement entered into in connection with Quantum's initial public offering. On March 22, 2024, Quantum Ventures LLC ("Quantum LLC") the primary sponsor for Quantum filed a statement of claim with the Financial Industry Regulatory Authority Dispute Resolution Services against Chardan. In light of the pending arbitration, the Company has determined that it will not register any unregistered shares of the Company's common stock issuable pursuant to the Chardan Note on any resale registration statement on Form S-1 that the Company files with the SEC until the foregoing matter is resolved.