AtlasClear Holdings has entered into a definitive business combination agreement to acquire Ark Financial Services, the parent company of investment bank Dawson James Securities, in a transaction valued at up to $24.5 million.
AtlasClear simultaneously completed the acquisition of 24.9% of Ark’s outstanding equity and plans to purchase the remaining 75.1% following FINRA approval and satisfaction of other closing conditions. Dawson James is a Boca Raton-based full-service investment bank serving primarily small-cap and micro-cap companies.
The initial 24.9% interest was acquired for $2.5 million in cash and a $2.5 million seller note. At closing, AtlasClear will acquire the remaining Ark equity for $2.4375 million in cash and $13.8125 million in AtlasClear common stock. Former Ark shareholders can also receive up to $3.25 million in deferred consideration, with 25% payable in cash and 75% in AtlasClear shares, based on Dawson James revenue targets for 2026 and 2027.
The companies reported approximately $47 million in combined total revenues plus interest income for their most recent fiscal years, compared with $21.9 million for AtlasClear on a standalone basis. Combined total revenue, excluding AtlasClear interest income, was approximately $45.2 million, up about 110% compared with the companies’ corresponding prior-year periods. Dawson James reported approximately $2.4 million in audited net income for 2025.
Strategically, AtlasClear expects the combination to connect Dawson James’ investment banking, capital raising, and distribution capabilities with AtlasClearing’s clearing, stock locate, custody, execution, and settlement services.
Dawson James ranked No. 14 by transaction volume among small-cap and micro-cap placement agents and underwriters during the first quarter of 2026, according to PlacementTracker data cited by the company. Dawson James has already begun clearing through AtlasClearing.
AtlasClear is also pursuing the acquisition of Commercial Bancorp of Wyoming, which could ultimately add commercial banking to its broader financial services platform.
Completion of the Ark transaction requires FINRA approval and any necessary AtlasClear shareholder approval. Greenberg Traurig is advising AtlasClear, while ArentFox Schiff is advising Ark.
KEY QUOTES:
“Today we take a major step toward the company we set out to build. On a combined basis, this transaction more than doubles our revenue and interest income, to approximately $47 million on a historical basis, and adds a profitable, well-known investment bank to a clearing platform that grew revenue 85% last year.”
John Schaible, Executive Chairman Of AtlasClear Holdings
“Bringing an active underwriter and placement agent onto our platform gives our clearing, stock locate and custody operations direct access to new issuer and investor flow, and we expect that business to grow as we integrate the two firms.”
Craig Ridenhour, President Of AtlasClear Holdings And Chairman Of AtlasClearing
