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FILE No. 074238163964

October 24, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, NE

Washington, D.C. 20549

Attn: Shane Callaghan and Nicholas Panos

Re:       AtlasClear Holdings, Inc.

Schedule 13D Filed by John Schaible

Filed April 24, 2024

File No. 005-94452

Dear Mr. Callaghan and Mr. Panos:

On behalf of John Schaible, we are hereby responding
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated May
30, 2024 (the “Comment Letter”) with respect to the above-captioned filing. Concurrently herewith, Mr. Schaible is filing
his Amended and Restated Schedule 13D (the “Amended Filing”), which amends and restates his Schedule 13D that was filed on
April 24, 2024 (the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings set forth in Amended
Filing.

Schedule 13D Filed April 24, 2024

General

 1. We note the date of the event reported as requiring the filing of the Statement was February 9, 2024.
Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership
of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the February 9, 2024 event
date, the Schedule 13D submitted on April 24, 2024 was not timely filed. Please advise us why the Schedule 13D was not filed within the
required five business days after the date of the acquisition.

Response: Mr. Schaible acknowledges
that the Schedule 13D was not filed within the required five business days after the February 9, 2024 acquisition of shares of common
stock of AtlasClear Holdings, Inc. (the “Company”). Upon the Closing of the Company’s business combination with Quantum
FinTech Acquisition Corporation, Quantum Ventures LLC (the “Sponsor”) distributed certain of its securities to its members,
including Mr. Schaible, and other persons, however, subsequently determined that it needed additional time to revise the allocation of
such distributions. The Schedule 13D was filed after the allocation of the securities initially held by the Sponsor was finalized.

Risk Factors, page 37

 2. Please amend Item 4 of the Statement to disclose any plans or proposals which relate to or would result
in the items listed in subsections (a)-(j) of Item 4 of Schedule 13D. To the extent no plans or proposals that relate to or would result
in any action described in Item 4(a)-(j) exist, please affirmatively so state. See Instruction A within the "Special Instructions
for Complying With Schedule 13D" at Rule 13d-101 of Regulation 13D-G.

Response: In response to the Staff’s
comment, the disclosure in Item 4 of Amended Filing has been revised.

If you have any questions related to this letter,
please contact the undersigned at (727) 461-1818, Extension 1055 or MikeC@jpfirm.com.

    Very truly yours,

    JOHNSON, POPE, BOKOR,

    RUPPEL & BURNS, LLP

    By:
     /s/ Michael T. Cronin

    Michael T. Cronin