Filing Details

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-WeaverExhibit 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