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June 7, 2024
Craig Ridenhour
Chief Business Development Officer
AtlasClear Holdings, Inc.
4030 Henderson Blvd., Suite 712
Tampa, FL 33629
Re:AtlasClear Holdings, Inc.
Registration Statement of Form S-1
Filed May 14, 2024
File No. 333-279390
Dear Craig Ridenhour:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed May 14, 2024
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the Sponsor, private placement investors, PIPE investors, and other selling
securityholders acquired their shares, and the price that the public securityholders
acquired their shares and warrants. Disclose that while the Sponsor, private placement
investors, PIPE investors, and other selling securityholders may experience a positive rate
of return based on the current trading price, the public securityholders may not experience
a similar rate of return on the securities they purchased due to differences in the purchase
prices and the current trading price. Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.

 FirstName LastNameCraig Ridenhour
 Comapany NameAtlasClear Holdings, Inc.
 June 7, 2024 Page 2
 FirstName LastNameCraig Ridenhour
AtlasClear Holdings, Inc.
June 7, 2024
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Cover Page
2.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares. We note that in some instance you disclose a price
per share when shares were provided in lieu of services or per an agreement, but in other
instances you do not disclose a price per share when shares were provided either in lieu of
services or per an agreement. Please clarify if the shares provided in lieu of services or per
an agreement are outstanding or provide an analysis to us explaining how those
transactions are considered complete. Please also clarify if you are registering any shares
underlying warrants, and if so why you have not disclosed the number of share you are
registering under warrants. In this regard, we note that the number of shares being
registered far exceeds the 12,455,157 shares of common stock you report as issued and
outstanding as of April 15, 2024 on page 101.
3.Please clarify if and how many of the shares being registered are shares that are issuable
upon exercise of warrants. If so, disclose the exercise prices of the warrants compared to
the market price of the underlying securities. If the warrants are out the money, please
disclose the likelihood that warrant holders will not exercise their warrants. Provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.
4.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. Highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of the
common stock.
Summary of the Prospectus
Overview, page 9
5.In light of the significant number of redemptions and the fact that the company will not
receive proceeds from sales by selling shareholders or receive significant proceeds from
exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the common stock, expand your discussion of
capital resources to address any changes in the company’s liquidity position since the
business combination. If the company is likely to have to seek additional capital, discuss
the effect of this offering on the company’s ability to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Atlas FinTech Holding Corp and Robert McBey will be able to sell

 FirstName LastNameCraig Ridenhour
 Comapany NameAtlasClear Holdings, Inc.
 June 7, 2024 Page 3
 FirstName LastName
Craig Ridenhour
AtlasClear Holdings, Inc.
June 7, 2024
Page 3
all of their shares for so long as the registration statement of which this prospectus forms a
part is available for use.
Risk Factors, page 20
7.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors may have an incentive to
sell if they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance