The company said the two acquisitions could add about $35.4 million in 2025 revenue and more than $56 million in combined 2026 revenue run rate, while the Dawson James initial closing is expected within about 30 days.
AtlasClear Holdings said it signed a non-binding letter of intent to acquire a revenue-generating institutional digital asset business and amended its previously announced deal to buy Ark Financial Services and its subsidiary Dawson James Securities. The company said the two transactions would broaden its regulated financial infrastructure across traditional securities and digital asset markets, while adding operating businesses with existing revenue. Based on 2025 year-end results, AtlasClear said the unnamed digital asset target generated about $9.2 million in revenue and $3.5 million in EBITDA (earnings before interest, taxes, depreciation and amortization), while Dawson James generated about $26.2 million in revenue and just over $3.2 million in EBITDA. Together, that would add about $35.4 million in revenue and about $6.7 million in combined EBITDA to the AtlasClear platform. Based on unaudited revenue through June 2026 provided by the companies, the two businesses have a combined 2026 revenue run rate of over $56 million. The target’s identity will remain confidential until a definitive agreement is executed. AtlasClear said the business operates an institutional digital asset platform covering trading, liquidity, derivatives, lending, algorithmic execution and settlement, and serves institutional clients globally. The target also holds active regulatory registrations across multiple jurisdictions internationally, with additional applications underway. AtlasClear said buying those registrations rather than building them could let it enter digital asset markets on an established regulatory footing, though completion remains subject to a definitive agreement, due diligence, and required regulatory and stockholder approvals. AtlasClear also said Amendment No. 1 to the Dawson James term sheet, first announced in April 2026, allows an initial closing of 24.9% of Ark Financial within approximately 30 days without FINRA (U.S. broker-dealer regulator) approval. Full ownership remains subject to definitive documentation, FINRA approval and AtlasClear shareholder approval. The company said Dawson James has begun clearing through Wilson-Davis & Co., Inc., and AtlasClear expects that business to grow over time. AtlasClear said Dawson James would expand underwriting capacity and capital markets origination, complementing existing investment banking operations. Dawson James ranked #14 by transaction volume in 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. As it prioritizes the digital asset transaction and the pending Dawson James acquisition, AtlasClear said it has temporarily withdrawn its applications to acquire Commercial Bancorp of Wyoming and plans to refile with an expanded business plan that includes digital assets, related policies, procedures and systems, and a revised pro forma in the near future. Management said both acquisitions are expected to be accretive, but the company also said both letters of intent are non-binding, other than certain customary provisions, and there is no assurance definitive agreements will be signed or that either transaction will close.