AtlasClear Holdings, Inc. Reports Fiscal First Quarter 2027 Results

Rhea-AI Summary

AtlasClear Holdings (ATCH) reported fiscal first-quarter 2027 revenue of $5.4 million, up year over year, as stock locate fees contributed growth. Revenue rose 27% in the quarter ended September 30, 2026; net loss widened to $1.1 million from $0.4 million. Stock locate revenue reached $3.0 million, and AtlasClearing’s net capital increased to $15.2 million.

In October, AtlasClear signed an agreement to acquire Ark Financial Services and completed a 24.9% investment using $2.5 million cash and a $2.5 million seller note. Acquisition of the remainder awaits FINRA approval. Nine correspondent agreements are signed, with onboarding under way. NYSE American suspended trading and began delisting proceedings over the stock’s low price; AtlasClear plans an appeal and reverse split. Management forecasts a potential cash shortfall over the next twelve months and is pursuing financing. Shares are quoted OTC as ATCH.

11 points · 1 major

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2 major · 16 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointArk acquisition agreement signed; an initial 24.9% investment closed in October without issuing AtlasClear shares.
• Moderate pointRevenue increased 27% year over year to $5.4 million in fiscal first-quarter 2027.
• Moderate pointTotal other income increased to $1.2 million from $0.3 million in the prior-year quarter.
• Moderate pointNine correspondent agreements signed, including four since fiscal 2027 began; onboarding and conversion are under way.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Commercial Bancorp acquisition remains planned; AtlasClear expects to refile regulatory applications at an appropriate time.
• Moderate point$10 million BMO revolving credit line remained undrawn at September 30, 2026. 98% of market cap

5 minor points

• Minor pointStock locate revenue reached $3.0 million, compared with none in the prior-year quarter.
• Minor pointNoncommission revenue represented approximately 68% of total revenue, versus approximately 45% a year earlier.
• Minor pointAtlasClearing net capital rose to $15.2 million from $14.4 million at June 30, with $14.9 million excess.
• Minor pointCompensation, payroll taxes and benefits declined 13% year over year to $2.7 million from $3.1 million.
• Minor pointInterest expense decreased 72% year over year to $0.4 million from $1.4 million.

Negative

• Major pointTrading suspended and delisting proceedings commenced by NYSE American over the common stock’s low selling price.
• Major point. Forward-looking: it has not happened yet and may not happen.Potential twelve-month cash shortfall is forecast; management is pursuing committed PIPE financing and other capital resources.
• Moderate pointNet loss widened to $1.1 million from $0.4 million; loss per share remained $(0.01) year over year.
• Moderate pointOperating activities used $3.9 million cash, including a $5.6 million increase in customer receivables.
• Moderate pointInstitutional digital asset opportunity remains non-binding, subject to due diligence and definitive agreements.

11 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Reverse stock split is planned to support AtlasClear’s listing appeal and continued listing.
• Minor pointOperating loss widened to $2.5 million from $0.9 million in the prior-year quarter.
• Minor pointData processing and clearing costs increased to $1.9 million from $0.6 million, primarily reflecting stock locate costs.
• Minor pointRegulatory, professional and related expenses increased to $1.3 million from $0.3 million, driven by planned transactions.
• Minor pointNon-cash stock-based compensation increased to $0.6 million from $0.2 million in the prior-year quarter.
• Minor pointStockholders’ equity declined to $20.7 million from $21.1 million at June 30, 2026.
• Minor pointInitial Ark investment used $2.5 million cash following quarter-end.
• Minor point. Forward-looking: it has not happened yet and may not happen.$2.5 million Ark seller note matures in January 2027 unless repaid earlier.
• Minor point. Forward-looking: it has not happened yet and may not happen.Approximately $2.44 million additional cash commitment is expected at the Ark acquisition closing.
• Minor pointRemaining 75.1% Ark acquisition requires FINRA approval and stockholder approval to the extent required.
• Minor point. Forward-looking: it has not happened yet and may not happen.Remaining Ark consideration includes AtlasClear common stock, adding shares alongside cash payments.

News Explained

Ark's remaining purchase can dilute holders; $2.44 million is due at closing and a $2.5 million note matures January 2027.

The remaining 75.1% of Ark has not closed: its acquisition is subject to FINRA approval and other closing conditions, and consideration would be paid in cash and AtlasClear common stock, so closing could use cash and dilute existing holders.

After the quarter, the company paid $2.5 million for the initial investment and expects approximately $2.44 million at closing plus $2.5 million under a seller note maturing in January 2027 unless repaid earlier.

Key Figures

Revenue: $5.4 million; increased 27% Revenue plus interest income: $5.9 million; increased 24% Stock locate revenue: $3.0 million +5 more

Revenue

$5.4 million; increased 27%

Fiscal first quarter 2027, year over year

Revenue plus interest income

$5.9 million; increased 24%

Fiscal first quarter 2027; non-GAAP measure

Stock locate revenue

$3.0 million

Fiscal first quarter 2027; no revenue in the prior-year quarter

Revenue from sources other than commissions

Approximately 68% of total revenue

Compared with approximately 45% in the prior-year quarter

Net loss

$1.1 million, or $(0.01) per share

Compared with a $0.4 million net loss in the prior-year quarter

AtlasClearing net capital

$15.2 million; $14.9 million in excess of requirements

At September 30, 2026

Cash used in operating activities

$3.9 million

During the quarter

Initial Ark investment

24.9% stake; $2.5 million cash and a $2.5 million seller note

Initial investment completed

Previous Earnings Reports

1 past event · Latest: Nov 14

Same Type 1 event

1. Nov 14

   Q1 earnings

   24h Move

   -1.1%

   Prior-year quarter reported revenue growth and positive net income, providing a direct period comparison.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-gaap financial measure, convertible note, going concern, pipe financing, +1 more

5 terms

non-gaap financial measure financial

"This is a non-GAAP financial measure"

A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

convertible note financial

"fair value of a secured convertible note"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

going concern financial

"there is no substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

pipe financing financial

"The Company is pursuing a committed PIPE financing"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

reverse stock split financial

"intends to seek to effect a reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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–First Quarter Revenue Increased 27% Year-over-Year to $5.4 Million; Revenue Plus Interest Income of $5.9 Million*–

–Stock Locate Revenue of $3.0 Million–

–Revenue from Sources Other Than Commissions Rose to 68% of Total Revenue, from 45%–

–AtlasClearing Net Capital Increased to $15.2 Million, $14.9 Million in Excess of Requirements–

–Definitive Agreement to Acquire Ark Financial Services Signed and FINRA Continuing Membership Application Filed; Correspondent Network Expanded to Nine Signed Agreements–

–Earnings Conference Call Scheduled for Monday, November 16, 2026, at 8:30 AM ET–

TAMPA, Fla., Nov. 13, 2026 (GLOBE NEWSWIRE) -- AtlasClear Holdings, Inc. (“AtlasClear” or the “Company”) (ATCH), a company building regulated financial infrastructure for smaller institutions, fintechs and advisors, today announced financial results for its fiscal first quarter ended September 30, 2026.

Fiscal First Quarter 2027 Financial Highlights

(Quarter Ended September 30, 2026)

• Revenue increased 27% year-over-year to $5.4 million, compared to $4.3 million in the prior-year quarter.
• Revenue plus interest income increased 24% to $5.9 million, compared to $4.7 million in the prior-year quarter.*
• Revenue from sources other than commissions represented approximately 68% of total revenue, compared to approximately 45% in the prior-year quarter, reflecting continued diversification of the revenue base.
• AtlasClearing’s net capital increased to $15.2 million at September 30, 2026, from $14.4 million at June 30, 2026, and was $14.9 million in excess of its minimum requirement, well above the $10 million excess net capital threshold the National Securities Clearing Corporation requires of firms that clear for introducing brokers.
• Stockholders’ equity was $20.7 million at September 30, 2026.
• Cash and cash equivalents totaled $9.4 million; total cash including segregated customer and PAB reserve cash totaled approximately $35.8 million.
• Net loss was $1.1 million, or $(0.01) per share, compared to a net loss of $0.4 million, or $(0.01) per share, in the prior-year quarter. Operating expenses included approximately $1.3 million in regulatory, legal and professional fees, driven by the planned Ark Financial Services and Commercial Bancorp transactions, and $0.6 million in non-cash stock-based compensation.
  

^{*This is a non-GAAP financial measure; see below for additional information.}

• Compensation, payroll taxes and benefits expense declined 13% year-over-year to $2.7 million, while revenue grew 27%.
  
  

Management Commentary

“We are building exactly the business we set out to build, and this quarter shows it,” said John Schaible, Executive Chairman of AtlasClear Holdings. “Revenue grew 27%, we built stock locate into our largest revenue line, and AtlasClearing’s net capital rose to $15.2 million. And we grew revenue while compensation costs fell 13%, which tells us that not every new dollar of revenue requires more people. We delivered that growth before our newly signed correspondents made any material contribution, which gives us confidence in the opportunity ahead. I know the recent trading suspension has been difficult for our shareholders, and we take that seriously. The Exchange’s action is about our share price. It is not about AtlasClearing’s regulatory capital, the Company’s financial condition or our operations. We intend to pursue the appeal process and seek to restore trading on the NYSE American, and we intend to seek to effect a reverse stock split as part of our plan to support the appeal and our continued listing. But the share price is not the business. The business is growing, the team is executing, and nothing about our foundation has changed.”

“Stock locate is the clearest proof of what this platform can do,” said Craig Ridenhour, President of AtlasClear Holdings and Chairman of AtlasClearing, Inc. “A year ago it did not exist, and this quarter it generated $3.0 million, more than any other part of our business. That is what happens when you add a new service to infrastructure that is already built and well capitalized. Now we are doing the same thing with correspondents. Every firm we bring through onboarding adds accounts and trading activity to an engine that already earns revenue across commissions, clearing, stock locate and interest, and we expect to support much of that growth with the platform and team already in place. My team is in that work every day, and none of it has slowed down.”

Operational and Strategic Highlights

During and following the quarter, AtlasClear continued executing on its strategy to build an integrated financial services platform combining clearing, capital markets and banking capabilities. Key developments included:

• In October 2026, signed a definitive business combination agreement to acquire Ark Financial Services, Inc., the parent of Dawson James Securities, Inc., and completed an initial 24.9% investment funded with $2.5 million in cash and a $2.5 million seller note, with no AtlasClear shares issued. Dawson James, an active underwriter and placement agent that already clears through AtlasClearing, reported 2025 revenue of $25.1 million and audited net income of $2.4 million. Because Ark’s principal serves on the Company’s board of directors, the transaction was reviewed and approved by AtlasClear’s independent directors.
• On November 12, 2026, the continuing membership application for Dawson James was filed with FINRA. FINRA approval is the principal regulatory condition to the acquisition of the remaining 75.1% of Ark, which also remains subject to stockholder approval to the extent required and other customary closing conditions. The remaining consideration will be paid solely in cash and AtlasClear common stock, with no warrants, preferred stock, convertible securities, discounts or price resets, and Ark stockholders receiving AtlasClear shares will be subject to a six-month lock-up.
• Expanded AtlasClearing’s correspondent network to nine signed correspondent broker-dealer agreements, four of which were signed since the start of fiscal 2027, with onboarding and conversion under way.
• Continued to scale stock locate operations, which generated $3.0 million in revenue in the quarter, close to half of the $6.8 million generated in all of fiscal 2026, its first year of operation.
• Remained committed to the planned acquisition of Commercial Bancorp of Wyoming, parent of Farmers State Bank, and expects to refile its regulatory applications at an appropriate time. The institutional digital asset opportunity announced in July 2026 remains subject to a non-binding letter of intent, due diligence and definitive agreements.
  
  

NYSE American Listing Update

On November 10, 2026, the Company announced that NYSE American had suspended trading in its common stock and commenced proceedings to delist the common stock, citing Section 1003(f)(v) of the NYSE American Company Guide based on the low selling price of the common stock. The Exchange’s determination is based solely on the low selling price of the common stock and does not relate to AtlasClearing’s regulatory capital compliance, the Company’s financial condition or the status of its correspondent clearing operations.

The Company intends to appeal the determination by requesting a hearing before a Listing Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange, and currently intends to seek to effect a reverse stock split as part of its plan to support the appeal and its continued listing. During the appeal process, the common stock is being quoted on the OTC market under the symbol “ATCH.” AtlasClearing’s clearing operations continue in the ordinary course, and AtlasClearing remains compliant with its regulatory net capital requirements.

Fiscal First Quarter 2027 Financial Results

Revenue. Total revenue for the first quarter of fiscal 2027 was $5.4 million, an increase of 27% from $4.3 million in the prior-year quarter, driven by $3.0 million of stock locate fees, compared with none in the prior-year quarter. Revenue from sources other than commissions represented approximately 68% of total revenue, compared with approximately 45% in the prior-year quarter. Additional detail on revenue by line and on operating results will be available in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Expenses and operating results. Total expenses were $7.9 million, compared with $5.1 million in the prior-year quarter. Compensation, payroll taxes and benefits declined 13% to $2.7 million from $3.1 million. Data processing and clearing costs increased to $1.9 million from $0.6 million, primarily reflecting costs associated with the stock locate business. Regulatory, professional and related expenses increased to $1.3 million from $0.3 million, driven by legal and professional advisory work on the planned Commercial Bancorp and Ark transactions. Non-cash stock-based compensation was $0.6 million, compared with $0.2 million. Loss from operations was $2.5 million, compared with $0.9 million in the prior-year quarter.

Other income and net loss. Total other income was $1.2 million, compared with $0.3 million in the prior-year quarter. The principal items included interest income of $0.5 million and non-cash gains of $0.7 million from the change in fair value of a secured convertible note, $0.3 million from the change in fair value of warrant liabilities and $0.2 million from the change in fair value of earnout liability, partially offset by interest expense of $0.4 million, a 72% decrease from $1.4 million in the prior-year quarter. After an income tax benefit of $0.2 million, net loss was $1.1 million, or $(0.01) per basic and diluted share, compared with a net loss of $0.4 million, or $(0.01) per share, in the prior-year quarter.

Balance Sheet and Capital

Total assets were $69.8 million at September 30, 2026. Stockholders’ equity was $20.7 million, compared to $21.1 million at June 30, 2026. AtlasClearing’s net capital increased $0.8 million during the quarter to $15.2 million. The change in cash and cash equivalents during the quarter primarily reflected net cash used in operating activities of $3.9 million, which included a $5.6 million increase in receivables from customers. AtlasClearing’s $10 million revolving line of credit with BMO Bank remained undrawn at September 30, 2026. Following the quarter, the Company paid $2.5 million in cash in connection with its initial investment in Ark, and it expects additional cash commitments of approximately $2.44 million payable at the closing of the Ark acquisition and $2.5 million under the seller note, which matures in January 2027 unless repaid earlier. Management’s base cash flow forecast indicates that projected operating cash flows and existing cash may not be sufficient to satisfy all anticipated obligations over the next twelve months. The Company is pursuing a committed PIPE financing, together with other available capital resources, to fund any potential shortfall, and based on these plans, management concluded that there is no substantial doubt about the Company’s ability to continue as a going concern.

Earnings Conference Call Information

Date: Monday, November 16, 2026
Time: 8:30 AM Eastern Time
Toll-Free (U.S. & Canada): 1-877-407-0752
U.S./International: 1-201-389-0912
Conference ID: 13763886
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1783251&tp_key=0b16d9eaed

Participants may also use the Call me™ link for instant telephone access to the event, available 15 minutes prior to the start time: https://callme.viavid.com/viavid/?callme=true&passcode=13756265&h=true&info=company&r=true&B=6

A telephone replay will be available approximately three hours after the conclusion of the call through Monday, November 30, 2026, at 11:59 PM ET, by dialing 1-844-512-2921 (toll-free U.S. & Canada) or 1-412-317-6671 (U.S./International) and entering access ID 13763886.

Non-GAAP Financial Measure

Revenue plus interest income is a supplemental measure that is not calculated in accordance with GAAP. AtlasClear presents interest income, which is earned on balances held at its broker-dealer subsidiary, in other income. Management believes that adding interest income to total revenues provides a useful view of the revenue generated by the Company’s operations. This measure should not be considered a substitute for total revenues determined in accordance with GAAP.

Reconciliation: First quarter fiscal 2027 GAAP total revenue of $5.4 million plus interest income of $0.5 million equals total revenue plus interest income of $5.9 million. First quarter fiscal 2026 GAAP total revenue of $4.3 million plus interest income of $0.5 million equals total revenue plus interest income of $4.7 million.

About AtlasClear Holdings, Inc.

AtlasClear Holdings, Inc. is building a technology-enabled financial services platform designed for trading, clearing, settlement, and banking for emerging financial institutions and fintechs. Through its wholly owned subsidiary AtlasClearing, Inc. (formerly Wilson-Davis & Co., Inc.), a full-service correspondent broker-dealer registered with the SEC and FINRA, its pending acquisition of Ark Financial Services, Inc., and its planned acquisition of Commercial Bancorp of Wyoming, AtlasClear Holdings seeks to deliver a vertically integrated suite of investment banking, brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information, follow us on LinkedIn or X and visit www.atlasclear.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect AtlasClear Holdings’ current views with respect to, among other things, its future operations and financial performance. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “would,” and similar expressions.

These statements include, but are not limited to, expectations regarding the onboarding and conversion of newly signed correspondent broker-dealers, the timing and amount of potential revenue contributions, expansion of the Company’s clearing, stock locate, stock loan, securities lending and margin businesses, operating efficiencies, anticipated benefits of strategic initiatives and proposed acquisitions, including the pending acquisition of Ark Financial Services, Inc., the planned acquisition of Commercial Bancorp of Wyoming and the proposed acquisition of an institutional digital asset business, the Company’s appeal of the NYSE American’s determination to delist its common stock and its ability to restore trading on the NYSE American, a potential reverse stock split, the quotation of the common stock on the OTC market, ability to raise required capital to pay its obligations, and future financial performance.

Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company’s control. Actual results could differ materially from those anticipated due to factors including the outcome of the Company’s appeal of the NYSE American’s determination to delist its common stock, the risk that trading in the common stock does not resume on the NYSE American and that the common stock is delisted, the Company’s ability to effect a reverse stock split and to satisfy the NYSE American’s continued listing standards, the limited liquidity and potential volatility of the common stock while it is quoted on the OTC market, the effect of the trading suspension or any delisting on the market price of the common stock, the Company’s ability to raise capital, and its existing agreements and pending acquisitions, the risk that a definitive agreement for the proposed acquisition of an institutional digital asset business, which is the subject of a non-binding letter of intent (other than certain customary provisions), is not executed, the risk that proposed acquisitions are not completed on the anticipated terms or at all, including the risk that the Ark Financial Services transaction does not receive FINRA approval or stockholder approval or satisfy other closing conditions, the failure to obtain required regulatory approvals, including for the acquisition of Commercial Bancorp of Wyoming, difficulties integrating acquired businesses or realizing their anticipated benefits, dilution from the issuance of AtlasClear common stock, delays in onboarding correspondent broker-dealers, failure of correspondent relationships to generate anticipated revenue, termination of clearing agreements, changes in economic or political conditions or applicable laws, changes in trading activity and market conditions, regulatory developments, challenges in executing the Company’s business strategy, and other risks described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

AtlasClear undertakes no obligation to update or revise forward-looking statements, except as required by law.

Company Contact
AtlasClear Holdings, Inc.
Email: AtlasClearIR@atlasclear.com

Investor Relations Contact
Jeff Ramson, CEO
PCG Advisory, Inc.
Email: jramson@pcgadvisory.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were AtlasClear’s fiscal first-quarter 2027 earnings results?

AtlasClear reported $5.4 million revenue, up 27% year over year, and a $1.1 million net loss for the quarter ended September 30, 2026. The prior-year quarter had $4.3 million revenue and a $0.4 million net loss. Basic and diluted loss per share was $(0.01), unchanged year over year.

Why was AtlasClear stock suspended, and what happens next?

NYSE American suspended AtlasClear shares and commenced delisting proceedings because of the common stock’s low selling price. AtlasClear intends to request a hearing before the exchange’s Listing Qualifications Panel and seek a reverse stock split to support its appeal and continued listing. During the appeal process, shares are quoted on the OTC market as ATCH.

What terms apply to AtlasClear shares issued in the Ark acquisition?

Ark stockholders receiving AtlasClear shares will face a six-month lock-up. Consideration for the remaining acquisition will consist solely of cash and AtlasClear common stock, with no warrants, preferred stock, convertible securities, discounts or price resets.

Did AtlasClear identify going-concern uncertainty in its fiscal first-quarter 2027 results?

Management concluded there was no substantial doubt about AtlasClear’s ability to continue as a going concern, based on its financing plans. Its base cash flow forecast nevertheless indicates projected operating cash flows and existing cash may not cover all anticipated obligations over the next twelve months. Cash and cash equivalents totaled $9.4 million at September 30, 2026.