| 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 |
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