- Non-Binding Letter of Intent Signed to Acquire a Revenue-Generating Institutional Digital Asset Business, Expanding AtlasClear’s Regulated Financial Infrastructure into Digital Asset Markets; the Target’s Identity Will Be Disclosed Upon Execution of a Definitive Agreement
- The Target Holds Active Regulatory Registrations Across Multiple Jurisdictions Internationally — Acquired Rather Than Built; Completion of the Acquisition Will Require Regulatory Approval
- Based on 2025 Year-End Results, the Two Acquisitions Together Are Expected to Add Approximately
$35.4 Million in Revenue and Approximately$6.7 Million in Combined EBITDA to the AtlasClear Platform - Based on Unaudited Revenue Through
June 2026 Provided by the Companies, the Two Businesses Have a Combined 2026 RevenueRun Rate of Over$56 Million - Previously-Announced Letter of Intent to acquire
Ark Financial Services and its subsidiary,Dawson James , has been revised, expected to result in an Initial Closing of 24.9% Within Approximately 30 Days; Full Ownership Subject to FINRA Approval and AtlasClear Shareholder Approval Dawson James Has Begun Clearing Through Wilson-Davis & Co., Inc. , and AtlasClear Anticipates That Business Growing
Together, the two acquisitions would extend AtlasClear’s platform across traditional securities and institutional digital asset markets while adding established, revenue-generating operating businesses. The parties have agreed to keep the Target’s identity confidential until execution of a definitive agreement. Based on 2025 year-end results, the Target generated approximately
Expanding into Institutional Digital Assets
The proposed acquisition of the Target seeks to expand AtlasClear’s platform beyond traditional securities into institutional digital asset markets, by adding an established operating business with existing revenue, regulatory registrations and institutional clients. The proposed combination would potentially position AtlasClear to serve institutions across both traditional securities and digital asset markets through a single platform.
- Business: the Target operates an institutional digital asset platform spanning trading, liquidity, derivatives, lending and algorithmic execution and settlement, serving institutional clients globally.
- Regulatory footprint: the Target holds active regulatory registrations across multiple jurisdictions internationally, with additional applications underway. Registrations of this kind typically take years to obtain — acquiring an operating digital asset business would potentially allow AtlasClear to enter digital asset markets on an established regulatory footing.
- Financial profile: the Target generated approximately
$9.2 million in revenue and approximately$3.5 million in EBITDA for its 2025-year end. - Consideration: Payable in a combination of cash and shares of AtlasClear common stock, with the final terms to be set forth in the definitive agreement.
- Next steps: Subject to a definitive agreement, due diligence and required regulatory and stockholder approvals. Additional terms will be disclosed upon execution of the definitive agreement.
Dawson James: Amendment Signed, Initial Closing Expected Within Approximately 30 Days
AtlasClear and the Dawson James parties have signed Amendment No. 1 to the term sheet first announced in
The acquisition would meaningfully increase AtlasClear’s capacity to underwrite and expand its capital markets origination, complementing the investment banking functions already operating within the Company’s platform. Dawson James ranked #14 by transaction volume in the first quarter of 2026 in PlacementTracker’s Market
Strategic Rationale
AtlasClear serves institutions across clearing, settlement and custody, and has grown through the acquisition and integration of established infrastructure. The proposed acquisition of the Target seeks to extend that platform into institutional digital asset markets, positioning AtlasClear as a regulated venue across both traditional and digital assets. Dawson James adds an operating investment and capital markets business with existing revenue and client relationships, increasing the underwriting capacity of the platform.
Capital Allocation
As AtlasClear prioritizes execution of its proposed acquisition of the institutional digital asset business and its pending acquisition of
Management Commentary
“AtlasClear’s strategy is to build the infrastructure institutions need across today’s financial markets,” said
“The digital asset acquisition and Dawson James are significant undertakings, and completing these acquisitions successfully is our priority,” said
“Joining AtlasClear gives Dawson James access to an integrated clearing and capital markets platform that expands what we can offer issuer and institutional clients,” said
Questions and Answers
Why is AtlasClear moving into digital assets, and why now?
Institutional demand for digital asset infrastructure continues to grow. Those markets are moving toward the clearing, settlement and custody standards that govern traditional securities. AtlasClear builds regulated infrastructure for that kind of activity, so extending its platform into digital assets follows the same thesis as the rest of its business. Acquiring an established, registered operator positions AtlasClear to serve that demand now rather than over several years.
What does AtlasClear gain by acquiring the Target that it could not have built on its own?
Two things capital does not buy quickly: First, active regulatory registrations across multiple jurisdictions, which typically take years to obtain. Second, an operating history with existing revenue. Acquiring an established business gives AtlasClear both at closing rather than building a registration base and a client book from scratch.
Why is AtlasClear acquiring Dawson James?
Dawson James increases AtlasClear’s capacity to underwrite and expands the capital formation services available across its platform. It is a revenue-generating operating business that has begun clearing through
What changed in the Dawson James transaction from the April announcement?
Following due diligence and input from tax counsel, the parties signed an amendment to the original agreement to allow for an initial closing of 24.9% within approximately the next 30 days. Terms of each transaction will be set forth in the definitive documentation.
What are the next steps?
For the digital asset acquisition, the parties are working to finalize a definitive agreement, and completion is subject to due diligence and required regulatory and stockholder approvals. The Dawson James transaction is subject to the execution of definitive documentation and pending regulatory approvals, including FINRA approval for the second closing, as well as AtlasClear shareholder approval, with the initial closing anticipated within approximately 30 days. Additional terms of each transaction will be disclosed upon execution of the applicable definitive agreement. Both acquisitions will require regulatory approval before they can be completed.
About
To stay up to date on AtlasClear’s platform strategy and market perspective, subscribe to the Company’s YouTube channel and watch the Clearing the View by AtlasClear video series.
About Dawson James Securities, Inc.
Dawson James Securities, Inc. is a full-service investment firm providing investment banking, capital markets, institutional trading and wealth management. Headquartered in Boca Raton, Florida, Dawson James is an active placement agent and underwriter for small-cap and micro-cap public companies, ranked #14 by transaction volume during the first quarter of 2026 in PlacementTracker’s Market League Tables, with recent transactions spanning digital assets, defense, industrials, biotechnology, and digital media and gaming.
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 in this communication may be identified by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions.
Forward-looking statements include, but are not limited to, statements regarding expected future growth, strategic initiatives, the proposed acquisition of an institutional digital asset business and the proposed acquisitions of Ark Financial Services, Inc. and the Target, the anticipated timing and completion of the initial and second closings of the Dawson James transaction, the execution of definitive documentation, receipt of FINRA and other required regulatory and stockholder approvals, the anticipated growth of Dawson James’s clearing activity through Wilson-Davis & Co., Inc., the expected revenue, net income and EBITDA contributions of the proposed acquisitions, the timing of any disclosure of the Target’s identity, the Company’s intention to refile its application to acquire Commercial Bancorp of Wyoming, future financial performance, future capital markets activity, and the Company’s ability to execute on its business strategy. The letter of intent for the digital asset acquisition and the amended Dawson James letter of intent are non-binding (other than certain customary provisions), and there can be no assurance that definitive agreements will be executed or that the proposed acquisitions will be completed on the terms described, or at all.
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 from those anticipated. Factors that could cause actual results to differ include, but are not limited to: AtlasClear’s failure to enter into definitive agreements with the Target or the Dawson James parties, or its failure to complete the proposed acquisitions on favorable terms or at all; failure to receive the required regulatory approvals for the proposed acquisitions; AtlasClear’s inability to integrate, and to realize the benefits of, the proposed acquisitions; the risk that AtlasClear does not refile its application for the acquisition of Commercial Bancorp or that the acquisition does not close as a result of the failure to satisfy the conditions to closing such acquisition (including, without limitation, the receipt of approval of Commercial Bancorp’s stockholders and receipt of required regulatory approvals); changes in general economic or political conditions; changes in the markets that AtlasClear targets; slowdowns in securities or cryptocurrency trading or shifting demand for trading, clearing and settling financial products; and any change in laws applicable to AtlasClear or any regulatory or judicial interpretation thereof. For additional information regarding risks and uncertainties, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended June 30, 2025, as amended, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 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
