AtlasClear Holdings to Acquire Ark Financial and Dawson James, Expanding Investment Banking Capabilities

AtlasClear Holdings, Inc. (NYSE American: ATCH) announced today that it has entered into a Letter of Intent to acquire Ark Financial Services, Inc. together with its wholly owned subsidiary, Dawson James Securities, Inc., a full-service investment bank headquartered in Boca Raton, Florida. The acquisition is expected to be accretive in the first year and will be paid in a combination of cash and AtlasClear common stock.

The transaction will close in two steps due to regulatory requirements: AtlasClear will acquire an initial 24.9% interest upon execution of the definitive agreement, with the remaining interest acquired following FINRA approval. Following full completion of this acquisition and the recently 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.

Dawson James is an active placement agent and underwriter for small-cap and micro-cap public companies, ranking #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. 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, and offering investment banking opportunities to other clearing clients.

This 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. Craig Ridenhour, President of AtlasClear, stated, "Dawson James is a productive investment bank with a consistent pipeline of capital markets transactions. Adding that business to our platform brings meaningful revenue and, once clearing transitions to Wilson-Davis, captures economics that today sit outside the Dawson James franchise. Together with our pending acquisition of Commercial Bancorp, this is a direct step toward the integrated platform we have been building."

Robert D. Keyser, Jr., Chief Executive Officer of Ark Financial and Dawson James, added, "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 parties are working to finalize a definitive agreement and will commence the FINRA regulatory review process. Additional terms will be disclosed upon execution of the definitive agreement. For more information about AtlasClear, visit www.atlasclear.com and follow on X or LinkedIn.