AtlasClear to acquire Ark Financial/Dawson James for up to $24.5M; buys initial 24.9% stake

AtlasClear Holdings, Inc.

Initial 24.9% of Ark bought at signing for $2.5M cash plus a $2.5M seller note at 5% due within 90 days; remaining 75.1% acquired at closing for $2.4375M cash and $13.8125M in stock.
Deferred consideration up to $3.25M (25% cash/75% stock) tied to Dawson James revenue targets for 2026 and 2027; total consideration up to $24.5M.
Combined revenue plus interest income ~$47.0M vs ~$23.5M prior year (+100%); Dawson James 2025 revenue $25.1M (+136%) and net income ~$2.4M; AtlasClear FY26 revenue $20.1M (+85%).
Closing needs FINRA approval of Dawson James's continuing membership application and AtlasClear stockholder approval; stock fixed at $13.8125M priced at 5-day VWAP, no discount, warrants or resets.
Ark majority owner Robert D. Keyser Jr. is an AtlasClear director; deal approved by independent directors; 6-month lock-up, registration rights, $1.65M held in 18-month escrow.

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