Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
AtlasClear Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
128745106
(CUSIP Number)
February 9, 2024
(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)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1. NAMES OF REPORTING PERSONS
Funicular Funds, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,176,997
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,176,997
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,997
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
12. TYPE OF REPORTING PERSON (see instructions)
PN
(1) The reporting persons ownership consists of 600,000 private placement
warrants and a $6 million secured convertible promissory note convertible at
an initial price of $10.00 per share, each subject to a 9.99% beneficial
ownership limitation, and 600,000 shares of Common Stock. The foregoing
calculation is based upon 11,781,759 shares of Common Stock outstanding as
reported by the Issuer on Form 8-K filed with the Securities and Exchange
Commission on February 15, 2024.
1. NAMES OF REPORTING PERSONS
Cable Car Capital LLC (2)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,176,997
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,176,997
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,997
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
12. TYPE OF REPORTING PERSON (see instructions)
IA, PN
(1) The reporting persons ownership consists of 600,000 private placement
warrants and a $6 million secured convertible promissory note convertible at
an initial price of $10.00 per share, each subject to a 9.99% beneficial
ownership limitation, and 600,000 shares of Common Stock. The foregoing
calculation is based upon 11,781,759 shares of Common Stock outstanding as
reported by the Issuer on Form 8-K filed with the Securities and Exchange
Commission on February 15, 2024.
(2) Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and
Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be
deemed the beneficial owner of the shares held by Funicular Funds, LP.
1. NAMES OF REPORTING PERSONS
Jacob Ma-Weaver (2)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,176,997
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,176,997
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,997
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (2)
12. TYPE OF REPORTING PERSON (see instructions)
IN
(1) The reporting persons ownership consists of 600,000 private placement
warrants and a $6 million secured convertible promissory note convertible at an
initial price of $10.00 per share, each subject to a 9.99% beneficial
ownership limitation, and 600,000 shares of Common Stock. The foregoing
calculation is based upon 11,781,759 shares of Common Stock outstanding as
reported by the Issuer on Form 8-K filed with the Securities and Exchange
Commission on February 15, 2024.
(2) Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and
Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be
deemed the beneficial owner of the shares held by Funicular Funds, LP.
Item 1.
a. Name of Issuer
AtlasClear Holdings, Inc.
b. Address of Issuers Principal Executive Offices
4221 W. Boy Scout Blvd., Suite 300, Tampa, FL 33607
Item 2.
(a) Name of Persons Filing
Funicular Funds, LP
Cable Car Capital LLC
Jacob Ma-Weaver
(b) Address of the Principal Office or, if none, residence
601 California Street, #1151, San Francisco, CA 94108
(c) Citizenship
Funicular Funds, LP Delaware
Cable Car Capital LLC California
Jacob Ma-Weaver United States
(d) Title of Class of Securities
Common Stock, par value $0.0001 per share
(e) CUSIP Number
128745106
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).
(b) ? Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ? Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) ? Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) ? An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) ? An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) ? A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) ? A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j) ? Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Funicular Funds, LP 1,176,997
Cable Car Capital LLC 1,176,997
Jacob Ma-Weaver 1,176,997
(b) Percent of class:
Funicular Funds, LP 9.99%
Cable Car Capital LLC 9.99%
Jacob Ma-Weaver 9.99%
(c) Number of shares as to which the person has:
i. Sole power to vote or to direct the vote
Funicular Funds, LP 1,176,997
Cable Car Capital LLC 1,176,997
Jacob Ma-Weaver 1,176,997
ii. Shared power to vote or to direct the vote
Funicular Funds, LP 0
Cable Car Capital LLC 0
Jacob Ma-Weaver 0
iii. Sole power to dispose or to direct the disposition of
Funicular Funds, LP 1,176,997
Cable Car Capital LLC 1,176,997
Jacob Ma-Weaver 1,176,997
iv. Shared power to dispose or to direct the disposition of
Funicular Funds, LP 0
Cable Car Capital LLC 0
Jacob Ma-Weaver 0
**See footnotes on cover pages which are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ?.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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.
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.
Dated: February 16, 2024
FUNICULAR FUNDS, LP
By: /s/ Jacob Ma-Weaver
Name: Jacob Ma-Weaver
Title: Managing Member of the General Partner
CABLE CAR CAPITAL LLC
By: /s/ Jacob Ma-Weaver
Name: Jacob Ma-Weaver
Title: Managing Member
JACOB MA-WEAVER
By: /s/ Jacob Ma-Weaver
Jacob Ma-Weaver
Exhibit A
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G, is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G, shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: February 16, 2024
FUNICULAR FUNDS, LP
By: /s/ Jacob Ma-Weaver
Name: Jacob Ma-Weaver
Title: Managing Member of the General Partner
CABLE CAR CAPITAL LLC
By: /s/ Jacob Ma-Weaver
Name: Jacob Ma-Weaver
Title: Managing Member
JACOB MA-WEAVER
By: /s/ Jacob Ma-Weaver
Jacob Ma-Weaver
CUSIP No. 128745106 13G Page 2 of 5 Pages