AtlasClear Holdings, Inc. (NYSE American: ATCH) announced on October 14, 2026, that it has entered into a definitive business combination agreement to acquire Ark Financial Services, Inc., the parent company of Dawson James Securities, Inc. Concurrently with the signing of the agreement, AtlasClear completed the purchase of 24.9% of Ark’s outstanding equity from the Trust, the majority stockholder.
The initial investment was funded entirely with $2.5 million in cash and a $2.5 million promissory note bearing 5% interest per annum. The note is payable in full on the earliest of 90 days from the signing date, the date of a Qualified Financing, or the closing of the acquisition.
Under the terms of the agreement, AtlasClear will acquire the remaining 75.1% of Ark through a merger structure. The purchase price for the remaining equity will consist of $2,437,500 in cash and shares of AtlasClear common stock valued at $13,812,500, calculated based on the five-day volume-weighted average price of the common stock ending on the closing date.
In addition to the base purchase price, Ark’s former stockholders may receive up to $812,500 in deferred consideration. This amount is payable in cash and stock based on Dawson James achieving revenue targets of $21,250,000 for the years ending December 31, 2026, and 2027. A portion of the cash and shares payable at closing will be held in escrow for up to 18 months to secure indemnification rights.
The transaction is subject to customary conditions, including the receipt of regulatory approvals from FINRA and approval of AtlasClear’s stockholders. Robert D. Keyser, Jr., the trustee of the Trust, is also an officer and director of Ark and a director of AtlasClear.
According to the company, Dawson James generated total revenues of approximately $25.1 million in its most recent fiscal year, up 136% from the prior year. The company noted that Dawson James was profitable in 2025, reporting audited net income of approximately $2.4 million.
