AtlasClear Holdings to Acquire Ark Financial and Dawson James, Targeting $45 Million Revenue Run Rate

AtlasClear Holdings, Inc. (NYSE American: ATCH) announced today that it has entered into a Letter of Intent to acquire Ark Financial Services, Inc. and its wholly owned subsidiary, Dawson James Securities, Inc., a full-service investment bank based in Boca Raton, Florida. The acquisition is expected to be accretive in the first year and is part of AtlasClear’s broader strategy to build an integrated financial services platform.

Under the terms of the letter of intent, the aggregate purchase price will be payable in a combination of cash and AtlasClear common stock, with the final allocation to be detailed in the definitive agreement. The transaction will close in two steps to satisfy regulatory requirements: AtlasClear will acquire an initial 24.9% interest upon execution of the definitive agreement, with the remaining interest acquired following FINRA approval.

Upon full completion of this acquisition and the previously announced filing with the Federal Reserve to acquire Commercial Bancorp of Wyoming, both pending regulatory approval, AtlasClear expects the combined business to operate at an annualized revenue run rate of approximately $45 million and approximately $5 million of net income. The acquisition is a direct step toward the integrated platform the company has been building, according to Craig Ridenhour, President of AtlasClear.

Dawson James is an active placement agent and underwriter for small-cap and micro-cap public companies, ranking #14 by transaction volume in the first quarter of 2026, according to PlacementTracker’s Market League Tables. Recent transactions span digital assets, defense, industrials, biotechnology, and digital media and gaming. AtlasClear intends to integrate Dawson James’s clearing activity in-house through its wholly owned correspondent-clearing subsidiary, Wilson-Davis & Co., Inc., capturing additional execution and settlement economics that currently flow to a third-party clearing firm, as well as offering investment banking opportunities to other clearing clients.

Robert D. Keyser, Jr., Chief Executive Officer of Ark Financial and Dawson James, said, “AtlasClear’s platform extends what we can offer our issuer and institutional clients. Clearing, settlement, and, with Commercial Bancorp, commercial banking capabilities give our team a broader set of tools to serve the small-cap and micro-cap companies that are the core of our business.”

The Ark Financial/Dawson James acquisition is part of AtlasClear’s broader growth strategy. The company is actively evaluating additional acquisition opportunities intended to expand its platform across origination, execution, clearing, and banking, and across a broader range of asset classes. The parties are working to finalize a definitive agreement and will then commence the FINRA regulatory review process. Additional terms will be disclosed upon execution of the definitive agreement.

AtlasClear Holdings is building a technology-enabled financial services platform designed to modernize trading, clearing, settlement, and banking for emerging financial institutions and fintechs. Through its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent broker-dealer registered with the SEC and FINRA, and its pending acquisition of Commercial Bancorp of Wyoming, AtlasClear seeks to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. More information is available at www.atlasclear.com.

This communication contains forward-looking statements, including statements about the closing of the planned acquisition of Commercial Bancorp, expectations regarding future growth and financial results, and anticipated growth strategy. Actual results may differ materially due to risks and uncertainties. For additional details, refer to AtlasClear Holdings’ filings with the SEC, including its Form 10-Q for the quarter ended September 30, 2025, and its Annual Report on Form 10-K filed September 29, 2025.

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