AtlasClear Holdings, Inc. (NYSE American: ATCH) has signed a definitive agreement to acquire Ark Financial Services, Inc., the parent company of Dawson James Securities, Inc., a full-service investment bank headquartered in Boca Raton, Florida, according to a company press release.

Concurrent with signing, AtlasClear completed the purchase of 24.9% of Ark's outstanding equity for $2.5 million in cash and a $2.5 million promissory note payable within 90 days. No AtlasClear shares were issued for the initial stake. The company expects to acquire the remaining 75.1% upon receipt of FINRA approval and satisfaction of other closing conditions.

Total consideration for the full acquisition is up to $24.5 million, comprising approximately $8.25 million in cash, including the $2.5 million seller note, and approximately $16.25 million in AtlasClear common stock priced at the five-day volume-weighted average price at closing. Up to $3.25 million of that amount is deferred and payable only if Dawson James meets revenue targets for 2026 and 2027.

On a combined basis, AtlasClear and Dawson James reported total revenues plus interest income of approximately $47.0 million across their most recent fiscal years, compared with approximately $23.5 million for their respective prior fiscal years. That figure is a non-GAAP supplemental measure. Combined GAAP total revenues were approximately $45.2 million for the most recent combined fiscal year. Dawson James reported audited net income of approximately $2.4 million for the year ended December 31, 2025.

Dawson James has already begun clearing through AtlasClearing, AtlasClear's correspondent clearing subsidiary. The transaction also requires approval from AtlasClear's stockholders to the extent required by the NYSE American Company Guide.

Because Bob Keyser, the majority owner of Ark, serves as a director of AtlasClear, the deal was reviewed and approved by the independent members of AtlasClear's board. Greenberg Traurig, LLP is serving as legal counsel to AtlasClear, and ArentFox Schiff LLP is counsel to Ark.