AtlasClear Holdings, Inc. (Code: ATCH) On the 13th, it was announced that Dawson James Securities and Inc have submitted an application for continued membership to the US Financial Regulatory Agency (FINRA). This is a major regulatory approval step in the remaining 75.1% equity transaction of Ark Financial Services being acquired by Dawson James Securities. Ark Financial Services is the parent company of Dawson James.

The application was submitted on November 12, 2026. AtlasClear indicates that FINRA's approval of CMA is a prerequisite before completing the ownership change of a member company of such scale FINRA, and it is also a major regulatory condition before the completion of the transaction. AtlasClear completed the initial acquisition of 24.9% of the shares in Ark on October 15, 2026, and on the same day, a final agreement for the acquisition of all shares was signed.

AtlasClear Executive Chairman John Schaible stated: "Submitting the continuous member application moves this transaction from the signing phase to the regulatory approval phase. Dawson James is a profitable and continuously growing investment bank with revenue expected to more than double by 2025. Fully integrating it into our platform is at the core of our strategy to build a vertically integrated company. We look forward to constructive cooperation with FINRA to advance the review process."

AtlasClear Holdings, President and AtlasClearing, Chairman Inc. Craig Ridenhour stated: " Dawson James has currently undergone liquidation through AtlasClearing, so today our two businesses are operating in coordination. Having full control of it will enable us to cover the entire lifecycle of transactions, from financing and execution to liquidation and settlement, and will also allow our brokerage clients to access active underwriters. We believe that there are not many companies that can offer such a combination for small-cap and micro-cap issuers and investors."

Ark Financial Services and Dawson James Securities CEO Robert D. Keyser, Jr stated: "Our team has seen the benefits of conducting liquidations through AtlasClearing. Becoming a wholly-owned subsidiary of AtlasClear will provide Dawson James with an integrated liquidation and capital market platform, expanding the services we can offer to issuers and institutional clients. We look forward to completing this process together with FINRA."

Transaction Summary

• Initial 24.9% investment (completed): Paid $2.5 million in cash and a promissory note for $2.5 million to the controlling shareholder of Ark; no AtlasClear shares were issued.
• The consideration for the remaining 75.1% equity at the time of delivery is: $2.4375 million in cash and 13.8125 million AtlasClear common shares, with the value of the shares calculated based on the weighted average price of trading volumes over the five trading days prior to the end of the delivery date.
• Deferred consideration: Up to $3.25 million, of which 25% will be paid in cash and 75% in stock if Dawson James meets its revenue targets in 2026 and 2027.
• Total consideration: Up to $24.5 million, of which approximately $8.25 million is in cash and about $16.25 million is in stock.
• Shareholder Protection Clause: Does not include warrants, preferred stocks, convertible securities, discounts, or price resets. Shareholders of Ark who acquire AtlasClear shares are required to comply with a six-month lock-up period.

In addition, according to the practices in securities trading, if Dawson James has a net capital of over one million US dollars at the time of delivery, it will be paid in cash to the shareholders of Ark; if the controlling shareholder chooses, it can also be converted into AtlasClear shares at the delivery price.

The completion of the transaction still depends on the approval of FINRA for CMA, the approval of AtlasClear shareholders within the requirements of the New York Stock Exchange's American Companies Handbook, and other customary delivery conditions. The company states that it cannot guarantee when or if FINRA will approve, nor can it guarantee the ultimate completion of the transaction.

Regarding Dawson James Securities, Inc.

Dawson James Securities, Inc is a comprehensive investment firm that provides services in investment banking, capital markets, institutional sales and trading, research, and wealth management, with its headquarters located in Boca Raton, Florida. The company is an active placement agent and underwriter for small and micro-cap enterprises, covering industries such as biotechnology, digital assets, defense, industry, and digital media. Dawson James is a member of FINRA and SIPC. For more information, please visit www.dawsonjames.com.

Regarding AtlasClear Holdings, Inc.

AtlasClear Holdings, Inc is building a technology-driven financial services platform that provides trading, clearing, settlement, and banking services to emerging financial institutions and fintech companies. Through its wholly-owned subsidiaries AtlasClearing, Inc (formerly Wilson-Davis & Co, Inc), the companies it is acquiring Ark Financial Services, Inc, as well as those it plans to acquire Commercial Bancorp, of, Wyoming, AtlasClear Holdings, it aims to offer a vertically integrated set of solutions for investment banking, brokerage, clearing, risk management, regulation, and commercial banking. The company's common stock is still listed on the New York Stock Exchange in the US market, but trading has been suspended while the company appeals against the exchange's decision to delist it; currently, the stock is quoted on the over-the-counter market under the code “ATCH”. For more information, please follow the company on LinkedIn or X, and visit www.atlasclear.com.

To stay informed about the platform strategy and market perspectives of AtlasClear, investors can subscribe to the company's YouTube channel and watch the video series " Clearing the View by AtlasClear ".

Forward-looking Statements

This communication contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, which reflect AtlasClear Holdings's current views regarding its future operations and financial performance, among other aspects. Forward-looking statements can be identified by terms such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “should”, “will”, “would”, and similar expressions.

These statements include, but are not limited to: the integration and conversion of newly signed brokerage traders, the timing and scale of potential revenue contributions, company liquidations, stock lending, securities lending, and the expansion of guaranteed financial services, operational efficiency, strategic initiatives, and the expected benefits of proposed acquisitions, including the ongoing Ark Financial Services acquisition, plans to acquire Commercial Bancorp, of, and Wyoming, as well as the proposed acquisition of an institutional digital asset business; the company's appeal against the decision to delist from the New York Stock Exchange American Market and the ability to resume trading on that market; potential reverse stock splits; the quotation of common stocks in the over-the-counter market; and future financial performance.

Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the company's control. Actual results may differ significantly from those anticipated due to various factors, including: the outcome of the company's appeal regarding the decision to delist from the New York Stock Exchange American Market; the risk that common stock will not be able to resume trading on the New York Stock Exchange American Market and may be delisted; the company's ability to implement a reverse stock split and meet the continued listing requirements of the New York Stock Exchange American Market; limited liquidity and potential volatility of common stock during off-exchange trading; the impact of trading suspensions or any delisting on stock prices; the company's ability to raise funds; existing agreements and pending acquisitions; the risk that the final agreement for the proposed acquisition of an institutional digital asset business cannot be signed (currently, there is only a non-binding letter of intent, except for certain customary terms); the risk that the proposed acquisition may not be completed as expected or may not be able to be completed at all, including the risk that the Ark Financial Services transaction is not approved by FINRA, is not approved by shareholders, or does not meet other closing conditions; the risk of not obtaining required regulatory approvals, including those necessary for the acquisition of Commercial Bancorp, of, and Wyoming; difficulties in integrating the acquired businesses or achieving expected benefits; dilution resulting from the issuance of AtlasClear common stock; delays in broker-dealer access; the inability of corresponding relationships to generate expected revenue; termination of liquidation agreements; changes in economic or political environments and applicable laws; changes in trading activities and market conditions; regulatory changes; challenges in implementing the company's business strategy; and other risks described in the documents submitted by the company to the U.S. Securities and Exchange Commission, including the 10-K annual report for the fiscal year ending June 30, 2026.

AtlasClear does not assume any obligation to update or revise forward-looking statements, unless required by law.

Company Contact Information

AtlasClear Holdings, Inc.

Investor Relations Contact Information

Jeff Ramson, Chief Executive Officer