AtlasClear Holdings Signs Letter of Intent to Acquire Ark Financial Services, Inc. together with its wholly owned subsidiary, Dawson James Securities, Inc.

• Acquisition Adds Investment Banking and Capital Markets Origination to AtlasClear’s Correspondent-Clearing Platform through Wilson-Davis & Co., Inc.
• Combined Business Expected to Operate at Approximately $45 Million in Annualized Revenue and Approximately $5 Million in operating Net Income

TAMPA, Fla., April 24, 2026 (GLOBE NEWSWIRE) — AtlasClear Holdings, Inc. (NYSE American: ATCH) (“AtlasClear” or the “Company”) today announced 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. (“Dawson James”), a full-service investment bank headquartered in Boca Raton, Florida.

The acquisition is expected to be accretive in the first year. The aggregate purchase is payable in a combination of cash and AtlasClear common stock, with the final allocation to be set forth in the definitive agreement. To accommodate applicable regulatory requirements, the transaction will close in two steps. 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, and is #14 in ranking 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 continue 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 offer investment banking opportunities to other clearing clients.

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.

“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,” said Craig Ridenhour, President of AtlasClear.

“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,” said Robert D. Keyser, Jr., Chief Executive Officer of Ark Financial and Dawson James.

The parties are working to finalize a definitive agreement and once finalized, will commence the FINRA regulatory review process. Additional terms will be disclosed upon execution of the definitive agreement.

About AtlasClear Holdings, Inc.

AtlasClear Holdings, Inc. (NYSE American: ATCH) is building a cutting-edge, 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. For more information, follow us on LinkedIn or X and visit www.atlasclear.com.

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.

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,” “foreseeable,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “proposed,” “predict,” “project,” “seek,” “should,” “target,” “trends,” “will,” “would” and similar terms and phrases. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) the closing of the Company’s planned acquisition of Commercial Bancorp, including the ability to obtain required regulatory approvals, (ii) the Company’s expectations regarding planned future growth and financial results, (iii) AtlasClear Holdings’ expectations regarding future financings, (iv) AtlasClear Holdings’ expectations as to future operational results, (v) AtlasClear Holdings’ anticipated growth strategy, including its planned acquisition of Commercial Bancorp of Wyoming, and (vi) the financial technology of AtlasClear Holdings. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially from those anticipated. For additional details regarding risks and uncertainties, please 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. AtlasClear Holdings 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