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June 28, 2024
Craig Ridenhour
Chief Business Development Officer
AtlasClear Holdings, Inc.
4030 Henderson Blvd., Suite 712
Tampa, FL 33629
Re:AtlasClear Holdings, Inc.
Amendment No. 1 to Registration Statement of Form S-1
Filed June14, 2024
File No. 333-279390
Dear Craig Ridenhour:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our June 7, 2024 letter.
Amendment No. 1 to Form S-1 filed June 14, 2024
Cover Page
1.We note your responses to our prior comments 1 and 2.  We note your added disclosure
that some of the shares are not currently outstanding, and that some shares may become
issuable at a price per share to be determined as described herein.  Please clarify the price
per share to be determined, and revise to include the price per share that each selling
shareholder paid, or will pay, for the shares being registered for resale, or advise.  Please
provide us an analysis explaining how the to be issued shares are considered outstanding,
or explain to us how those underlying transactions are considered complete.
Future resales of our Common Stock could cause the market price for our Common Stock to
decline significantly, page 43
2.We note your response to prior to comment 7. To further illustrate the risk, disclose the

 FirstName LastNameCraig Ridenhour
 Comapany NameAtlasClear Holdings, Inc.
 June 28, 2024 Page 2
 FirstName LastName
Craig Ridenhour
AtlasClear Holdings, Inc.
June 28, 2024
Page 2
purchase price or range of purchase prices of the securities being registered for
resale. 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.
Plan of Distribution, page 113
3.We note your disclosure that your selling securityholders may sell their securities in one
or more underwritten offerings. Please confirm your understanding that the retention by a
selling stockholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            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