{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-047157","form_type":"8-K","ticker":"ATCH","cik":"0001963088","company_name":"AtlasClear Holdings, Inc.","filed_at":"2026-10-15T12:42:22+00:00","discovered_at":"2026-10-15T12:45:01.329036+00:00","generated_at":"2026-10-15T12:45:09.217556+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.72,"calibrated_materiality_score":0.72,"confidence":"high","headline":"AtlasClear to acquire Ark Financial/Dawson James for up to $24.5M; buys initial 24.9% stake","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-047157","json":"https://secwatch.observer/filing/0001493152-26-047157.json","markdown":"https://secwatch.observer/filing/0001493152-26-047157.md","text":"https://secwatch.observer/filing/0001493152-26-047157.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1963088/000149315226047157/0001493152-26-047157-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1963088/000149315226047157/form8-k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-15T12:45:09.217556+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}