Building Regulated Infrastructure Across Traditional and Digital Asset Markets

John Schaible:

Today we’re known primarily as a correspondent clearing company. If both close, we’d have one platform doing clearing, settlement and custody for institutions, with capital markets capability alongside it, and institutional digital asset capability running on the same rails.

Dawson James makes us financially stronger, and just as important, it lets us organize the platform the right way. It allows us to move the traditional retail brokerage business off of the same license as the clearing company, so Wilson-Davis can operate as a pure clearing company with a focus on adding introducing brokers. The digital asset business is the other half, and it takes us into markets where institutional demand keeps growing.

Both are part of the same vision. Each makes us fiscally stronger, and each advances our long-term goal: to be a platform for financial intermediaries that want to offer their end clients a full spectrum of products, including digital. And the reason we’re pursuing them together is that those firms are going to want all of it in one place.

John Schaible:

It does, and it tells you the timeline is shorter than most people assumed. When the largest clearinghouse in the world moves tokenization into production, and the biggest firms on the street are participating, the question stops being whether regulated digital asset infrastructure gets built. It becomes who it serves.

That’s where we fit. Those programs are being built for the largest institutions, on permissioned networks, for the most liquid instruments, and that’s the right place to start. But it leaves the same gap you see everywhere else in market structure, where smaller broker-dealers, fintechs and advisors get access last.

That segment is what our business has been built around from the beginning. Institutional capital is moving into these markets, and the regulated infrastructure that serves it has to move with it. I’d rather we be positioned when smaller institutions need these capabilities than start building at the point they ask for them.

And while this is just the beginning, our management team is convinced that digital assets are simply a better product. Instant settlement. A future of 24-hour markets. Lower settlement risk, and less capital required. That means AtlasClear, small as we are, will be able to compete. And because it is a better product, adoption will be incremental at first — but we believe its share of the market will at some point become parabolic, and AtlasClear will be a participant in that growth.

John Schaible:

The parties agreed to keep the identity confidential until we execute a definitive agreement. That’s standard at this stage, and the name gets disclosed at that point.

What we did put out is the substance. The target runs an institutional digital asset platform spanning trading, liquidity, derivatives, lending and algorithmic execution and settlement, and it serves institutional clients globally. It holds active regulatory registrations across multiple jurisdictions internationally, with additional applications underway. For its 2025 year-end, it generated approximately $9.2 million in revenue and approximately $3.5 million in EBITDA.

What we tried to do is disclose the operating and financial profile that actually bears on the strategic rationale, while respecting the confidentiality the parties agreed to.

Investors should weigh all of that against the fact that this is still a non-binding letter of intent. Completing it requires a definitive agreement, due diligence and the required regulatory and stockholder approvals.

John Schaible:

There are two things capital doesn’t buy quickly. One is active regulatory registrations across multiple jurisdictions, and those typically take years. The other is an operating history, with revenue and institutional clients already in place.

We could have built both. It would have taken years, and we’d have been spending capital that whole time without serving a client. Acquiring an operator that already has the registrations and the book gets us there at closing instead.

Craig Ridenhour:

After due diligence and some input from tax counsel, we signed an amendment to the term sheet we announced back in April. It allows for an initial closing of 24.9% of Ark Financial. That piece doesn’t require FINRA approval, and we expect it to happen within approximately 30 days.

Full ownership is still subject to definitive documentation, FINRA approval and AtlasClear shareholder approval. The structure lets us get started now and work through the approval process on its proper timeline, rather than waiting for the entire cycle to clear before anything can begin.

Craig Ridenhour:

It does, and that’s a good part of why the transaction works for us. We capture revenue across the full life of a transaction, from the capital raise through clearing and settlement, and we keep economics that would otherwise go out the door to a third-party provider.

The other thing to understand is the volume sitting behind it. Dawson James ranked #14 in transaction volume in the first quarter of 2026 in PlacementTracker’s Market League Tables, and recent transactions span digital assets, defense, industrials, biotechnology, and digital media and gaming. That’s real flow, and we anticipate the clearing business growing over time. Our clearing infrastructure is largely fixed cost, so incremental activity contributes at high margin against that base.

Craig Ridenhour:

They describe what the two businesses did on their own in 2025. The target generated approximately $9.2 million in revenue and approximately $3.5 million in EBITDA, and Dawson James generated approximately $26.2 million in revenue and just over $3.2 million in EBITDA. Neither has closed, so none of it consolidates into our results until it does.

The run rate figure is a separate measure. Over $56 million for 2026 is based on unaudited revenue through June that the companies provided to us. It indicates direction, and I’d ask people to treat it as exactly what it is, unaudited and company-provided.

What the figures do tell you is that these are established operating businesses with existing revenue and EBITDA. That is a different starting point than building the same capabilities and waiting years for them to produce anything.

Craig Ridenhour:

It’s sequencing, not a change in strategy, and I’d encourage people to read it that way. We intend to refile with an expanded business plan that includes digital assets, the policies, procedures and systems that govern them, and a revised pro forma.

The logic is straightforward. If we’re extending the platform into digital asset markets, the application sitting in front of regulators ought to describe that business. Leaving a plan on file that no longer reflects what we’re building doesn’t help us, and it doesn’t help the people reviewing it. We’d rather refile once with an application that reflects our complete long-term vision than keep amending a pending one.

Craig Ridenhour:

Consideration for the target is payable in a combination of cash and shares of AtlasClear common stock. Beyond that, the terms get set in the definitive agreement.

What I can tell you is how we think about it. If we’re issuing equity, what we buy with it has to carry its own weight. These are operating businesses with existing revenue and EBITDA, not development-stage assets, and based on their 2025 results we expect both acquisitions to be accretive once closed. When we balance an investment of our equity against the potential benefit of an acquisition, the first criterion is that it be accretive. From there, we focus on the people and the potential for accelerated growth. Being careful stewards of our shareholders’ capital is what governs how we work through both of these.

John Schaible:

Dawson James is already clearing through Wilson-Davis, and that gives us a live view of what capital markets activity looks like running onto our own clearing infrastructure. Watching how that behaves, what it does to volume and to the economics, is what I’m most focused on right now.

Beyond that, if the digital asset acquisition closes, we’d be operating in markets that are institutionalizing quickly, and doing it on an established regulatory footing rather than building one from scratch.

What I keep coming back to is who ends up with access. Smaller institutions, fintechs and advisors wait years for capabilities the largest firms get first, and when those capabilities finally arrive they are usually renting them through somebody else’s platform. Both transactions still need their approvals and I won’t get ahead of that. But serving that group is why the company exists, and this is the phase where those pieces start coming together.