STOCK TITAN

AtlasClear buys Ark stake in deal worth up to $24.5M

Combined total revenues plus interest income were approximately $47.0 million across different fiscal years; the measure is non-GAAP and not pro forma.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

AtlasClear Holdings, Inc. (ATCH) completed its purchase of 24.9% of Ark Financial Services on October 14, 2026, and agreed to acquire the remaining 75.1% at a later closing, subject to conditions. The initial stake cost $2.5 million in cash and a $2.5 million seller note bearing 5% interest per annum, payable in full at the earliest of 90 days after signing, a Qualified Financing, or closing.

For the remaining stake, AtlasClear would pay $2.4375 million in cash plus $13.8125 million in common stock, priced using the five-trading-day average VWAP ending on the closing date. Up to $3.25 million in additional cash and stock is tied to Ark and its subsidiaries exceeding $21.25 million in revenue for the years ending December 31, 2026 and 2027, with up to 50% payable for each year. Completion is subject to FINRA approval, stockholder approval if required under NYSE American rules, and other conditions. A portion of the closing consideration will be held in escrow for up to 18 months; Ark stockholders receiving shares are subject to a six-month lock-up, subject to exceptions.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointAtlasClear fiscal 2026 total revenue increased 85% to $20.1 million.
  • Moderate pointDawson James reported $2.4 million in audited net income for 2025.

Negative

  • None.

Filing Explained

The stated $24.5 million maximum excludes a separate closing payment tied to Dawson James net capital above $1 million.

AtlasClear has completed its 24.9% Ark purchase, while buying the rest remains subject to approvals; the agreement sets $13.8125 million in stock consideration for closing, converted at the five-day VWAP, so the share count is not fixed in advance. If issued, those shares increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

The press release states total consideration of up to $24.5 million, but separately says Dawson James net capital above $1 million at closing is payable to Ark stockholders in cash or, at the majority stockholder’s election, AtlasClear shares; that payment is additional to the stated maximum.

The release’s $47.0 million combined revenue-plus-interest figure sums different fiscal-year periods and is not pro forma; it does not reflect acquisition accounting or the results of Ark and its other subsidiaries, among other exclusions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Ark equity purchased 24.9% Purchased on October 14, 2026
Total consideration Up to $24.5 million Includes approximately $8.25 million in cash and approximately $16.25 million in common stock
Seller note principal $2.5 million Issued for the initial equity purchase
Seller note interest 5% per annum Interest rate on the seller note
Closing cash consideration $2.4375 million Payment for the remaining Ark equity at closing
Closing stock consideration $13.8125 million Common stock priced at the five-trading-day average VWAP ending on the closing date
Deferred consideration Up to $3.25 million Tied to Ark and its subsidiaries exceeding revenue targets for 2026 and 2027
Combined total revenues plus interest income Approximately $47.0 million Most recent fiscal years for AtlasClear and Dawson James; non-GAAP measure
volume weighted average price financial
"average volume weighted average price (“VWAP”)"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Deferred Consideration financial
"collectively, the “Deferred Consideration”"
Deferred consideration is part of a purchase price in a business deal that is paid after the initial transaction, often only if agreed future targets or conditions are met. It matters to investors because it changes when cash actually leaves or enters a company, shifts risk between buyer and seller, and can affect future reported profits and liabilities — like part of a sale price kept as an IOU tied to future performance.
FINRA Rule 1017 regulatory
"under FINRA Rule 1017"
FINRA Rule 1017 requires a FINRA member broker-dealer to obtain FINRA’s prior approval before certain changes in ownership, control, or business operations, such as mergers, acquisitions, transfers of membership interest, or major changes to business activities. The rule sets out what filings and documents must be submitted, the review factors FINRA will consider (for example financial soundness, regulatory history, and adequacy of supervisory systems), and allows FINRA to condition, delay, or deny approval; it applies only to transactions involving FINRA member firms and not to changes that do not affect a member’s control or regulated status.
non-GAAP measure financial
"This is a non-GAAP measure"
A non-GAAP measure is a company-crafted financial metric that adjusts or excludes items from standard accounting numbers to highlight what management sees as the business’s core performance. Investors use these figures like a filtered photo to reveal trends or cash flow drivers that raw accounting totals might hide, but because companies decide which items to remove, these measures should be compared with standard statements to avoid being misled.
net capital requirements regulatory
"in compliance with their net capital requirements"

FAQ

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

How much is ATCH's Ark acquisition worth?

AtlasClear described total consideration of up to $24.5 million: approximately $8.25 million in cash, including a $2.5 million seller note, and approximately $16.25 million in common stock. The amount includes up to $3.25 million of deferred consideration. Separately, Dawson James net capital above $1.0 million at closing is payable to Ark's stockholders in cash or, at the majority stockholder's election, AtlasClear shares.

What approvals are needed to complete ATCH's Ark acquisition?

Completion is subject to FINRA approval of Dawson James's continuing membership application under FINRA Rule 1017, AtlasClear stockholder approval to the extent required by the NYSE American Company Guide, and other customary closing conditions.

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

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false 0001963088 0001963088 2026-10-14 2026-10-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 14, 2026

 

AtlasClear Holdings, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   001-41956   92-2303797
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

4350 West Cypress Street, Suite 270    
Tampa, FL   33607
(Address of principal executive offices)   (Zip Code)

 

(727) 446-6660
(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   ATCH   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 1.01 Entry into a Definitive Material Agreement.

 

On October 14, 2026 (the “Signing Date”), AtlasClear Holdings, Inc. (the “Company”) entered into a business combination agreement (the “Acquisition Agreement”) with Ark Financial Services, Inc., a Delaware corporation (“Ark”), AC Ark Subco 1, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), AC Ark Subco 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub II” and together with Merger Sub, the “Merger Subs”), The Robert D. Keyser, Jr. Revocable Trust, a Florida revocable trust and the majority stockholder of Ark (the “Trust”), and Robert D. Keyser, Jr., an individual. Ark is the sole owner of Dawson James Securities, Inc. (“Dawson James”), an investment bank and registered broker-dealer. Robert D. Keyser, Jr., the trustee of the Trust, is also an officer and director of Ark and a director of the Company. Pursuant to the terms of the Acquisition Agreement, on the Signing Date the Company purchased 24.9% of the issued and outstanding equity securities of Ark from the Trust (the “Initial Equity Purchase”), and the Company will, subject to the satisfaction of certain conditions, acquire the remaining equity securities of Ark at a subsequent closing (the “Closing”) by means of the merger of Merger Sub with and into Ark, immediately followed by the merger of the surviving company with and into Merger Sub II.

 

The purchase price for the Initial Equity Purchase on the Signing Date consisted of $2,500,000 in cash and the issuance to the Trust of a promissory note in the original principal amount of $2,500,000 (the “Seller Note”). The Seller Note bears interest at the rate of 5% per annum and is payable in full on the earliest to occur of 90 days from the Signing Date, the date of the closing of a Qualified Financing (as defined in the Seller Note), and the Closing. Pursuant to the terms of the Acquisition Agreement, the purchase price payable by the Company at the Closing for the remining equity securities of Ark will consist of $2,437,500 in cash and a number of shares of the Company’s common stock (“Common Stock”) calculated as $13,812,500 divided by the average volume weighted average price (“VWAP”) of the Common Stock over the five trading day period ending on the date of the Closing. In addition, the Company may pay up to an additional $812,500 in cash and a number of additional shares of Common Stock calculated as $2,437,500 divided by the average VWAP of the Common Stock immediately prior to issuance (collectively, the “Deferred Consideration”) based on the revenue of Ark and its subsidiaries exceeding $21,250,000 in the years ending December 31, 2026 and 2027 (with up to 50% of the Deferred Consideration payable on account of each such year). A portion of the cash and shares of Common Stock payable at Closing is to be held in an escrow account for up to 18 months following the Closing as security for the Company’s indemnification rights under the Acquisition Agreement.

 

The obligations of each of the parties under the Acquisition Agreement are subject to specified conditions, including, among other things: (i) the receipt of all required regulatory approvals, including the consent of FINRA, (ii) the Company’s stockholders having approved the issuance of the shares of Common Stock pursuant to the Acquisition Agreement, if such stockholder approval is required pursuant to the listing rules of the NYSE American (the “Company Stockholder Approval”), (iii) the absence of any material adverse effect with respect to the other parties, and (iv) the absence of any injunctions being entered into or law being adopted that would make the consummation of the transactions at the Closing illegal.

 

The Acquisition Agreement contains customary representations and warranties of the parties. It also contains customary covenants, including (i) covenants providing for each of the parties to use best efforts to satisfy all conditions to Closing, (ii) covenants providing for Ark to carry on its business in the ordinary course of business, and to refrain from taking certain actions, during the period between the Signing Date and the Closing, and (iii) covenants regarding efforts to obtain all required regulatory approvals and the Company Stockholder Approval. Ark and the Trust have also agreed not to solicit, initiate, induce, encourage or otherwise facilitate the making of any proposal or offer relating to alternate transactions or, engage in any discussions or negotiations with respect to certain alternate transactions.

 

The Acquisition Agreement contains termination rights for each of Ark and the Company, including, without limitation, in the event that (i) any governmental entity issues a non-appealable final order denying approval of the transactions contemplated by the Acquisition Agreement; (ii) the Closing does not occur within one year of the Signing Date; or (iii) the other party breaches its representations, warranties or covenants under the Acquisition Agreement which would give rise to the failure of a closing condition and such breach is not cured with 30-days of receipt of written notice of such breach.

 

 
 

 

Also on the Signing Date and in connection with the execution of the Acquisition Agreement, the Company and the Trust entered into a registration rights and lock-up agreement (the “RRA”), which will become effective at the Closing. Pursuant to the terms of the RRA, the Company granted the Trust certain registration rights with respect to the shares of Common Stock issuable pursuant to the terms of the Acquisition Agreement, and the Trust agreed not to transfer any of such shares for a period of six months following the Closing, subject to certain exceptions. Among other things, the Company agreed to file a resale shelf registration statement within six months following the Closing.

 

The foregoing descriptions of the Acquisition Agreement, the Seller Note and the RRA do not purport to be complete and are qualified in their entireties by reference to the full text of such agreements, copies of which are filed as Exhibits 2.1, 10. 1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

The Acquisition Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Ark or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Acquisition Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Acquisition Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Acquisition Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Acquisition Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Ark or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Acquisition Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Acquisition Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the shares of Common Stock to be issued pursuant to the terms of the Acquisition Agreement is incorporated herein by reference. The shares of Common Stoc to be issued pursuant to the Acquisition Agreements have been offered and sold pursuant to exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.

 

Item 8.01 Other Events.

 

On October 15, 2026, the Company issued a press release announcing, among other things, the transactions described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description of Exhibit
     
2.1*   Business Combination Agreement, dated as of October 14, 2026, by and among AtlasClear Holdings, Inc., Ark Financial Services, Inc. and the other parties thereto.
10.1   Unsecured Promissory Note, dated October 14, 2026.
10.2   Registration Rights and Lock-Up Agreement, dated as of October 14, 2026, by and between AtlasClear Holdings, Inc. and the Trust,
99.1   Press release dated October 15, 2026.
104   Cover page interactive data file (embedded within the Inline XBRL document).

 

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC. In addition, certain portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. An unredacted copy of the agreement will be furnished to the SEC upon request.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ATLASCLEAR HOLDINGS, INC.
     
Date: October 15, 2026  

/s/ Sandip I. Patel

  Name: Sandip I. Patel
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

AtlasClear Holdings Signs Definitive Agreement to Acquire Ark Financial Services, including its Dawson James Securities Subsidiary, and Completes Initial 24.9% Investment

 

●Combined total revenues plus interest income* of approximately $47.0 million for the companies’ most recent fiscal years (AtlasClear FYE June 30, 2026; Dawson James FYE December 31, 2025) — more than double AtlasClear’s standalone fiscal 2026 total revenues plus interest income of $21.9 million*
   
●Dawson James, Ark’s principal operating subsidiary, was profitable in 2025, with audited net income of approximately $2.4 million
   
●AtlasClearing (AtlasClear’s correspondent clearing subsidiary) and Dawson James were each in compliance with their net capital requirements, with approximately $14.4 million and $3.6 million of net capital at June 30, 2026, and July 31, 2026, respectively
   
●Adds a nationally ranked small-cap investment bank to AtlasClear’s clearing platform
   
●Total consideration of up to $24.5 million — approximately $8.25 million in cash (including a $2.5 million seller note) and approximately $16.25 million in AtlasClear common stock priced at market, including up to $3.25 million of deferred consideration payable only if Dawson James meets its 2026 and 2027 revenue targets
   
●No AtlasClear shares issued for initial 24.9% investment; stock consideration will be issued only at or after the closing, subject to regulatory approval and other closing conditions, priced at the then-current market price, with no discount, warrants or price resets

 

TAMPA, Fla., October 15, 2026 (GLOBE NEWSWIRE) — AtlasClear Holdings, Inc. (NYSE American: ATCH) (“AtlasClear” or the “Company”), a company building regulated financial infrastructure for smaller institutions, fintechs and advisors, today announced that it has entered into a definitive business combination agreement to acquire Ark Financial Services, Inc. (“Ark”), the parent company of Dawson James Securities, Inc. (“Dawson James”), a full-service investment bank headquartered in Boca Raton, Florida. Concurrently with signing, AtlasClear completed the purchase of 24.9% of Ark’s outstanding equity. AtlasClear expects to acquire the remaining 75.1% upon receipt of FINRA approval and satisfaction of other closing conditions.

 

A Larger, More Diversified Company

 

On a combined basis, AtlasClear and Dawson James generated total revenues plus interest income* of approximately $47.0 million in their most recent fiscal years (AtlasClear’s fiscal year ended June 30, 2026, and Dawson James’s year ended December 31, 2025), more than double AtlasClear’s standalone total revenues plus interest income of $21.9 million* and up approximately 100% from a combined approximately $23.5 million for the companies’ respective prior fiscal years (AtlasClear’s fiscal year ended June 30, 2025, and Dawson James’s year ended December 31, 2024). AtlasClear presents its interest income, which is earned on balances held at its broker-dealer subsidiary, in other income; Dawson James includes interest income in revenue. Management believes that adding AtlasClear’s interest income to its total revenues presents the two companies’ results on a consistent basis. Combined total revenues were approximately $45.2 million for the most recent combined fiscal year, up approximately 110% from approximately $21.5 million for the prior combined fiscal year. The table below reconciles total revenues plus interest income to each company’s total revenues determined in accordance with GAAP.

 

 

* This is a non-GAAP measure; see “Basis of Combined Information” below for additional information.

 

 
 

 

The combination also broadens the Company’s revenue base. AtlasClear’s growth in fiscal 2026 was led by stock locate fees, and Dawson James’s revenue is driven primarily by investment banking and advisory fees. Together, approximately 73% of combined total revenues plus interest income for the most recently completed fiscal year of each company came from sources other than brokerage commissions. Dawson James was profitable in 2025, reporting audited net income of approximately $2.4 million.

 

($ millions)  Prior fiscal
year (1)
  Most recent
fiscal year (2)
  Change
AtlasClear total revenues   10.9    20.1    +85%
Dawson James total revenues   10.6    25.1    +136%
Combined total revenues   21.5    45.2    +110%
AtlasClear interest income (other income under GAAP)   2.0    1.8      
Combined total revenues plus interest income (3)   23.5    47.0    +100%
Dawson James net income (loss)   (0.7)   2.4      

 

(1) AtlasClear fiscal year ended June 30, 2025; Dawson James year ended December 31, 2024. (2) AtlasClear fiscal year ended June 30, 2026; Dawson James year ended December 31, 2025. (3) Total revenues plus interest income is a supplemental measure that is not calculated in accordance with GAAP; see “Basis of Combined Information” below. Totals may not sum due to rounding.

 

Strategic Rationale

 

Dawson James is an active placement agent and underwriter for small-cap and micro-cap companies and ranked #14 by transaction volume in the first quarter of 2026, according to PlacementTracker’s Market League Tables. Dawson James has begun clearing through AtlasClearing, and the Company expects that business to grow over time. The combination allows AtlasClear to participate in the full life of a transaction — from capital raising and distribution through execution, clearing and settlement — and to bring the capital formation needs of Dawson James’s issuer clients together with AtlasClearing’s clearing, stock locate and custody services and, following completion of its planned acquisition of Commercial Bancorp of Wyoming, commercial banking.

 

Management Commentary

 

“Today we take a major step toward the company we set out to build,” said John Schaible, Executive Chairman of AtlasClear Holdings. “On a combined basis, this transaction more than doubles our revenue and interest income, to approximately $47 million on a historical basis, and adds a profitable, well-known investment bank to a clearing platform that grew revenue 85% last year. Dawson James brings issuers, deal flow and distribution; AtlasClearing brings clearing, stock locate and custody; and with Commercial Bancorp we intend to add banking. Very few firms serving small-cap and micro-cap companies can offer all of that under one roof. We also built this deal to protect our shareholders. Not one share was issued for our initial stake, and no shares will be issued unless the transaction closes. When shares are issued, they will be priced at the market, with no discount and no warrants.”

 

 
 

 

“Dawson James has already begun clearing through AtlasClearing,” said Craig Ridenhour, President of AtlasClear Holdings and Chairman of AtlasClearing, Inc. “Bringing an active underwriter and placement agent onto our platform gives our clearing, stock locate and custody operations direct access to new issuer and investor flow, and we expect that business to grow as we integrate the two firms.”

 

Structured to Limit Dilution

 

AtlasClear’s management structured the transaction to limit dilution to existing stockholders:

 

●No shares at signing. The initial 24.9% investment was funded entirely with $2.5 million in cash and a $2.5 million seller note. No AtlasClear shares were issued.
   
●Shares only at closing. AtlasClear shares will be issued only at the closing of the transaction, which requires, among other things, FINRA approval and the approval of AtlasClear’s stockholders.
   
●Priced at market and fixed in dollars. The stock consideration at closing is a fixed dollar amount — $13.8125 million — issued at the five-day volume-weighted average price of AtlasClear’s common stock ending on the closing date, with no discount to market and no minimum share count, price reset or ratchet.
   
●No warrants or convertible securities. The consideration includes no warrants, preferred stock or convertible securities.
   
●Stock earn-out paid only for performance. Up to $2.4375 million of additional shares is payable only to the extent Dawson James achieves its revenue targets for 2026 and 2027, and is likewise priced at the market at the time of payment.
   
●Lock-up. Ark stockholders receiving AtlasClear shares will be subject to a lock-up of six months and will receive customary registration rights.

 

Transaction Terms

 

Under the business combination agreement, AtlasClear purchased 24.9% of Ark’s outstanding equity from Ark’s majority stockholder for $2.5 million in cash and a $2.5 million promissory note payable within 90 days (or sooner under certain circumstances). At the closing of the transaction, AtlasClear will acquire the remaining equity of Ark for $2.4375 million in cash and $13.8125 million in AtlasClear common stock, valued at the five-day volume-weighted average price ending on the closing date, of which a total of $1.65 million in cash and stock will be held in escrow to support indemnification obligations. Ark’s former stockholders may also receive up to $3.25 million of deferred consideration, payable 25% in cash and 75% in AtlasClear common stock, based on revenue for the twelve-month periods ending December 31, 2026 and 2027. Total consideration is up to $24.5 million. In addition, as is customary for broker-dealer acquisitions, net capital of Dawson James in excess of $1.0 million at closing, valued at market, will be paid to Ark’s stockholders in cash or, at the majority stockholder’s election, in AtlasClear shares at the same closing price.

 

Completion of the transaction is subject to approval by FINRA of Dawson James’s continuing membership application under FINRA Rule 1017, approval of AtlasClear’s stockholders to the extent required by the NYSE American Company Guide, and other customary closing conditions. Because Bob Keyser, the majority owner of Ark, is a director of AtlasClear, the transaction was reviewed and approved by the independent members of AtlasClear’s Board of Directors. Greenberg Traurig, LLP is serving as legal counsel to AtlasClear, and ArentFox Schiff LLP is serving as legal counsel to Ark.

 

The information set forth in this release is subject to the more complete information set forth in the Current Report on Form 8-K to be filed by AtlasClear.

 

 
 

 

Basis of Combined Information

 

The combined financial information in this release is the arithmetic sum of (i) AtlasClear’s audited consolidated results for its fiscal years ended June 30, 2025 and 2026 [as reported in its Annual Report on Form 10-K] and (ii) Dawson James Securities, Inc.’s audited results for its years ended December 31, 2024 and 2025, as reported in its annual reports filed with the SEC under Rule 17a-5. The two companies have different fiscal years, and the periods combined are not the same. The combined information is not pro forma financial information prepared in accordance with Article 11 of Regulation S-X; it does not reflect acquisition accounting, transaction costs, financing, intercompany eliminations, anticipated synergies, or the results of Ark Financial Services, Inc. and its other subsidiaries, and it is not necessarily indicative of the results the combined company would have achieved or will achieve. AtlasClear will file audited financial statements of Ark and pro forma financial information as and when required by SEC rules.

 

Total revenues plus interest income is a supplemental measure that is not calculated in accordance with GAAP; it is the sum of total revenues and interest income and should not be considered a substitute for total revenues determined in accordance with GAAP. Interest income is presented in other income under GAAP. This measure should not be considered a substitute for total revenue determined in accordance with GAAP.

 

Reconciliation: Fiscal 2026 GAAP total revenue of $20.1 million plus interest income of $1.8 million equals total revenue plus interest income of $21.9 million for AtlasClear.

 

About Dawson James Securities, Inc.

 

Dawson James Securities, Inc. is a full-service investment firm providing investment banking, capital markets, institutional sales and trading, research and wealth management services. Headquartered in Boca Raton, Florida, Dawson James is an active placement agent and underwriter for small-cap and micro-cap companies across sectors including biotechnology, digital assets, defense, industrials and digital media. Dawson James is a member of FINRA and SIPC. For more information, visit www.dawsonjames.com.

 

About AtlasClear Holdings, Inc.

 

AtlasClear Holdings, Inc. (NYSE American: ATCH) 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 Dawson James Securities, 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, including statements regarding the proposed acquisition of Ark Financial Services, Inc., the expected timing and completion of the transaction, receipt of FINRA and stockholder approvals, the anticipated benefits of the transaction, including the growth of Dawson James’s clearing activity through AtlasClearing and the combined company’s revenue mix, the retention of Dawson James personnel, the deferred consideration, the planned acquisition of Commercial Bancorp of Wyoming, and the Company’s future financial performance and strategy. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “will,” “would,” and similar expressions. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially. Factors that could cause actual results to differ include, but are not limited to: the failure to receive FINRA or stockholder approval or to satisfy the other conditions to the transaction; the risk that the transaction is not completed on the terms described or at all; the risk that the audited financial statements of Ark differ from the financial information of Dawson James described in this release; the historical results of Dawson James, including revenue derived from a limited number of transactions, channels or clients, may not be indicative of future results; investment banking revenue is transactional and may vary significantly from period to period; the ability to retain key Dawson James personnel and clients; the ability to integrate Dawson James and realize the anticipated benefits; dilution from the issuance of AtlasClear common stock; the risk that the Commercial Bancorp acquisition is not completed; changes in general economic, market or regulatory conditions; and the 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

 

 

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