AtlasClear Holdings, Inc. has acquired a 24.9% stake in Ark Financial Services, Inc. and agreed to buy the remaining 75.1%, under terms listing up to $24.5 million in consideration before a separate net-capital adjustment.
The company disclosed the deal in a Form 8-K filed with the Securities and Exchange Commission on Oct. 15. The agreement was signed Oct. 14. AtlasClear paid $2.5 million in cash and issued a $2.5 million seller note for its initial stake.
For the remaining shares, AtlasClear would pay $2.4375 million in cash and $13.8125 million in common stock at closing. The number of shares will depend on AtlasClear’s average volume-weighted stock price over the five trading sessions ending on the closing date. Ark is the parent of Dawson James Securities, Inc., which operates as an investment bank and registered broker-dealer.
Former Ark stockholders may receive up to $3.25 million in additional payments tied to Ark and its subsidiaries’ revenue in 2026 and 2027. Each 12-month period has a maximum payment of $1.625 million. Revenue of at least $21.25 million in a period qualifies for its full amount, while the agreement allows a proportional payment below that threshold. Any payout would be split between 25% cash and 75% AtlasClear shares.
Dawson James’s net capital at closing will also affect the second-stage consideration relative to a $1 million threshold. Capital above that level adds only the excess to the consideration; a shortfall reduces it. Closing awaits the Financial Industry Regulatory Authority (FINRA)’s review of Dawson James’s continuing-membership application and any shareholder vote required by NYSE American rules, along with the agreement’s other conditions.
