Amendment: SEC Form SCHEDULE 13G/A filed by AtlasClear Holdings Inc.
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Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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AtlasClear Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
128745205 (CUSIP Number) |
09/24/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 128745205 |
| 1 | Names of Reporting Persons
Funicular Funds, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
682,477.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reporting persons ownership consists of the remaining principal balance of approximately $97,782 on the secured convertible promissory note (the Note) and warrants exercisable within 60 days. The foregoing calculation is based upon 126,819,145 shares of Common Stock outstanding as reported by the Issuer on Form 10-K filed with the Securities and Exchange Commission on September 29, 2025.
SCHEDULE 13G
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| CUSIP No. | 128745205 |
| 1 | Names of Reporting Persons
Cable Car Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
682,477.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, IA |
Comment for Type of Reporting Person: The reporting persons ownership consists of the remaining principal balance of approximately $97,782 on the Note and warrants exercisable within 60 days. The foregoing calculation is based upon 126,819,145 shares of Common Stock outstanding as reported by the Issuer on Form 10-K filed with the Securities and Exchange Commission on September 29, 2025.
Cable Car Capital, LP, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital, LP, may each be deemed the beneficial owner of the shares held by Funicular Funds, LP.
SCHEDULE 13G
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| CUSIP No. | 128745205 |
| 1 | Names of Reporting Persons
Jacob Ma-Weaver | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
682,477.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reporting persons ownership consists of the remaining principal balance of approximately $97,782 on the Note and warrants exercisable within 60 days. The foregoing calculation is based upon 126,819,145 shares of Common Stock outstanding as reported by the Issuer on Form 10-K filed with the Securities and Exchange Commission on September 29, 2025.
Cable Car Capital, LP, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital, LP, may each be deemed the beneficial owner of the shares held by Funicular Funds, LP.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
AtlasClear Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
2203 LOIS AVE., STE. 814, TAMPA, FLORIDA, 33607. | |
| Item 2. | ||
| (a) | Name of person filing:
Funicular Funds, LP
Cable Car Capital, LP
Jacob Ma-Weaver
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| (b) | Address or principal business office or, if none, residence:
601 California Street, Suite 1151, San Francisco, CA 94108 | |
| (c) | Citizenship:
Funicular Funds, LP Delaware
Cable Car Capital, LP Delaware
Jacob Ma-Weaver United States
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| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
128745205 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Funicular Funds, LP 682,477
Cable Car Capital, LP 682,477
Jacob Ma-Weaver 682,477
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| (b) | Percent of class:
Funicular Funds, LP 0.54%
Cable Car Capital, LP 0.54%
Jacob Ma-Weaver 0.54% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Funicular Funds, LP 682,477
Cable Car Capital, LP 682,477
Jacob Ma-Weaver 682,477 | ||
| (ii) Shared power to vote or to direct the vote:
Funicular Funds, LP 0
Cable Car Capital, LP 0
Jacob Ma-Weaver 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Funicular Funds, LP 682,477
Cable Car Capital, LP 682,477
Jacob Ma-Weaver 682,477 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Funicular Funds, LP 0
Cable Car Capital, LP 0
Jacob Ma-Weaver 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A |