AtlasClear Holdings, Inc.

Good day and welcome to Atlas Clear Holdings' fourth quarter and full year 2025 earnings conference call. All participants will be in listen-only mode. If anyone should require operator assistance, please press star zero from your telephone keypad. Please note today's call is being recorded. Today's call will be led by John Shively, Executive Chairman, and Craig Ridenour, President of Atlas Clear Holdings. Also joining us is Jeff Ramson, CEO of PCG Advisory, who will provide the safe harbor statement and manage the Q&A portion of today's call.

Thank you, Operator. Before we begin, I'd like to remind everyone that today's call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. For more details, please refer to our annual report on Form 10-K for the fiscal year ended June 30, 2025, and other filings with the SEC. Atlas Clear undertakes no obligation to update forward-looking statements, except as required by law. With that, I'll now turn the call over to John Shively, Executive Chairman.

Thank you, Jeff, and good morning, everyone. Fiscal 2025 was a pivotal year for Atlas Clear. It was our first full fiscal year as a public company, and while we absorbed significant one-time costs, we also laid the foundation for a business we believe will scale profitably for many years to come. Our vision remains clear to build a vertically integrated platform for trading, clearing, settlement of financial assets, and ultimately banking services focused on serving small and mid-sized financial institutions. These firms have been long underserved by larger clearing providers, and Atlas Clear is stepping in to fill that gap. We are especially proud of the performance of Wilson Davis, our broker-dealer subsidiary, which remained profitable throughout the year. That gives us confidence that our model works, even as we continue to integrate acquisitions and invest in technology. Let me touch on a few highlights from fiscal 2025. Wilson Davis delivered steady profitability. We saw strong commission and clearing revenues, as well as meaningful growth in our stock loan business. Our revenue base has become more diversified, with securities lending and interest income contributing alongside commissions and clearing, strengthening the company's resilience and overall financial profile. We've made technology progress. We launched our OLA digital account opening solution, which automates much of the onboarding and compliance processes. Additionally, lockbox code rollouts are planned for 2026, which we believe will accelerate stock lending and lending profitability. Strategic positioning with Wilson Davis's licensing, our pending commercial bank corp acquisition, and our technology stack, we are positioning Atlas Clear as a true one-stop platform for FinTech-driven financial services. Debt reduction. We've made significant progress in reducing obligations incurred during the DSPAC, improving our balance sheet and lowering our interest costs. Capital strength. We closed the fiscal year with $11.2 million in net capital at Wilson Davis, which is well above regulatory requirements, and that underscores the stability of our platform. These achievements highlight that while 2025 was the transition year, it was also a year of execution, financially, strategically, and operationally. Let me now walk through the numbers for Q4 results. At the consolidated level, we reported our first quarter of positive cash flow, but still reported a net loss. This was primarily driven by non-cash items, including fair value adjustments on notes and asset write downs, as well as elevated regulatory and professional costs related to the DSPAC and ongoing integration. But importantly, at the operating level, Wilson Davis was profitable once again in Q4. That consistency shows the strength of our commission and clearing driven model. For the full year 2025, our revenues came primarily from commissions, clearing fees, vetting fees, with growing contributions from stock loan and interest income. Operating profitability at Wilson Davis was offset at the consolidated level by one-time expenses, interest expense on the outstanding notes, and non-cash impairments. To put it simply, we bit the bullet this year on transaction-related expenses, but the core business showed increasing profitability, growing and more financially resilient business thanks to debt reduction and capital strength. I want to touch on the financial improvements. As of June 30th, 2024, our total debt from the DSPAC and penalties caused by delays in our assessment filings following the DSPAC was $52,643,291. As of today, unaudited, those liabilities have been reduced by 83% to $8,945,355. we extinguished over $43 million in liabilities, which I think is remarkable. We secured an additional $5 million in notes, the cash from which is helping to support our growth, making our total liabilities approximately $14.9 million. As of today, our unaudited improvement in stockholder equity versus year-end 2024 is up over $43 million. The net capital for Wilson Davis as of August 30, 2025, was $11.4 million. And then with respect to stock loan revenue, our net stock loan revenue continues to grow. In July, it was $258,000. In August, it was $281,000. And month-to-date September is over $400,000. I'll now turn the call over to Craig.

Thank you, John. Looking ahead to fiscal 2026, our priorities are clear. One, debt restructuring and capital raising. We have successfully eliminated more than 80% of the DSPAC-related obligations. and have secured $5 million in new capital for growth. With additional capital, we can onboard more, introducing brokers, and accelerate growth. Two, technology deployment. We expect further rollouts of technology that will enhance client onboarding, compliance, and lending with a focus on new product development, such as crypto, all of which should translate to higher revenue and margins. Three, begin the commercial Bancor acquisition. Once completed, this will give us low-cost funding and expanded recurring revenues while strengthening our banking capabilities. Four, operational growth. We anticipate increased profitability at Wilson Davis, driven by stock loan, margin lending, commission growth, and most importantly, through the addition of new correspondent clearing customers. Five, identifying and executing strategic acquisitions. We expect to selectively pursue acquisitions that we believe will create value for our shareholders. We plan to evaluate acquisition opportunities based on a number of strategic parameters, including their ability to, one, enhance our product capabilities, two, broaden our client reach, three, drive further scale, four, increase our presence in new geographies, and five, generate attractive financial returns. Fiscal 2025 was not just about solidifying our foundation. It was about proving we can execute. We reduced debt. strengthened our balance sheet, launched technology that is already in use, and improved materially the profitability of our operating subsidiary. Those accomplishments give us confidence heading into fiscal 2026 and beyond. Before I hand it back over to John for closing remarks, I'd like to highlight a few key developments that occurred after fiscal year end and have already been made public. In September 2025, we closed the $5 million financing via promissory notes, which provides additional liquidity as we continue to execute our growth and capital plans. What makes this particularly meaningful is that the final $2 million was provided by two of our own board members. That insider participation underscores the alignment between leadership and shareholders, and it signals the confidence our directors and executives have in Atlas Clear's strategy and future. Also in September, we clarified that our fiscal year-end remains June 30, 2025. and reaffirmed our commitment to timely file our 10K by September 29, which we achieved. The release further reflects our progress, particularly in areas like stock lending. In addition, we engaged PCG Advisory to lead our investor relations and strategic communication efforts with the goal of enhancing how we communicate our strategy and results to the capital markets and increasing Atlas Clear's visibility with both institutional and retail investors. Last week, we were pleased to announce that Steve Carlson, a seasoned Wall Street leader, has rejoined our board as an independent director. His appointment not only reinforces our compliance with NYSE requirements, but also brings valuable expertise and experience that will strengthen our leadership team. Finally, we are proud to announce that our third introducing corresponding client has signed with Atlas Clear to begin migrating its business to our firm. This client's impact on our process in 2026 could be material. This is a point we want to draw focus upon because this is the path to scale. While not included in the fiscal 2025 audited results, these developments strengthen our balance sheet, improve transparency, bolster our leadership team, and raise our market profile heading into fiscal 2026. And I'll pass it off to John for closing remarks. Thank you.

Thank you, Craig. To summarize, fiscal 2025 was a year of transition and achievement. We took on one-time costs, but we also delivered major wins. Debt reduction, capital strength, technology launches, client growth, and consistent operating profitability. We're confident that our integrated strategy, our experienced leadership team, and expanding technology platform positions Atlas Clear for long-term success. Thank our employees, our clients, and, of course, our shareholders for their continued support, and we look forward to updating you on our progress as we move into fiscal 2026.

Thank you, John and Craig. Before this call, we collected and reviewed the questions that came in from investors and analysts. I'll go through them one by one, directing them to John or Craig for their response, and add any follow-up remarks, if we're helpful. John, the first question I have for you is, you've reduced D-SPAC liabilities by more than 80% and repaid $43 million in debt, which is a significant achievement. How does this stronger balance sheet change the way you're thinking about growth and acquisitions?

It's changed the way the world looks at us, and it's completely changed our opportunities to attract additional capital. Not only did we manage to pay off over $43 million in debt, but we also were able to lift the net income of our operating facility by almost 300%. So we're showing significant growth while our finances get materially stronger. The consequence of that has been our funds are ringing off the hook, and we're very excited about our capacity to get more capital at better prices for our shareholders moving forward.

Okay. Craig, I have a question for you.

You just announced your third correspondent clearing client. What does your pipeline look like from here, and how quickly can you bring new clients onto the platform?

Yeah, thank you, Jeff. It's a great question. We get a lot of – we get these often. You know, our greatest opportunity to scale is through adding correspondent clients, as we highlighted earlier in this call. We are pleased that we just signed our third. But what it means for us is – significant because we have a number of correspondent clearing potential clients in the pipeline at various stages. But we also have to look at the actual market that's out there. Our goal at Atlas Clear Holdings and through Wilson Davis is to target the small institution financial space, so that's small broker-dealers, small family offices, hedge funds. And what we're doing is we're targeting those because they've really been orphaned to get true clearing for their assets, for their financial assets. So the market itself is vast. There are very few that are focusing on this part of the market. We are. So right now, our pipeline is lively. It's filling up. And really, the restriction or the constraints that we have right now are two things. One is capital, because to this point, although we're growing our capital base, we really haven't had a big infusion of capital, which even really makes our results even more impressive, I believe. But second, it's just our capacity. We have a great staff. We've got a season staff to onboard these corresponding clearing clients. But We're looking to expand our staff greatly to meet the need, which is a good problem to have because, you know, as we expand our ability human bandwidth-wise and our capital base, we think we've got a very bright future in scaling up on the corresponding clearing client initiative.

Great. Thank you. Thank you. Okay. And also, you recently extended the agreement to acquire Commercial Bank Corp. So what do you see as the biggest benefits of combining their banking operations with your clearing platform?

Well, you know, I'm glad you brought that up. I mean, one of the things that gets lost often, Jeff, is that we do have commercial Bancorp who have been tremendous to us. They have stuck with us through a very long and lengthy process. But we've always identified commercial Bancorp as, one, wonderful people running a very good business. It's clean, it's profitable, it's over a 110-year-old charter. But for us, when we integrate that with a correspondent clearing license, provided we receive a successful approval and we anticipate beginning the Fed approval process here shortly, But let's assume we get a successful approval by the Fed. What it allows us to do is create internal synergies, right? One, for clients that are sitting at Wilson Davis, Wilson Davis is not a bank. So our cash deposits that we carry on hand actually have to be swept nightly to a bank. In this scenario with commercial bank or in the fold, we can sweep a band of those deposits directly into commercial bank or or pharma state bank as they operate. Consequently, we can also extend lines of credit directly out from Commercial Bancorp slash Farmer State Bank back out into Wilson Davis and out to the clients that we serve. And through that, we're talking about margin lending, things like that. So we create an internal synergy or a one-stop solution where, one, we're capturing more net interest margin. We can extend better credit. We increase the deposit capability of Commercial Bancorp. But then in the bigger picture of everything, we have to look at it from the perspective of with Commercial Bancorp in the fold, we would then be able to get a Fed master account. We're able to go to the Fed window. Also, with the custody capabilities of Commercial Bancorp, when you talk about crypto and digital assets and the things that we can do longer term, it really just opens up the world when you marry it to the licensing set that we have at Wilson Davis. So when you take those two licensing sets together, you combine them, you create a platform that's very difficult to replicate, and we think we'll be in a very unique spot. Excellent. Great. Thank you.

John, so you had mentioned the $5 million financing in September, which included $2 million from the board members, from some of the board members, I should say. How should investors interpret that level of insider participation? Can you expand on that a bit?

Yeah, thanks. Thank you for that question, Jeff. It's a great one. I can't think of a higher compliment than when you have someone like Bob Kieser, who runs Dawson James for a long time and runs 60 Capital, which was actually the investor in our fund. for him to come on board, really get to know the company in a way that only a director can, and then decide to put more money in. And then Sanda Patel, who is a corporate lawyer, was a CPA, tremendously successful individual. He has the same access for information. He had previously invested with us through the D-SPAC process for him to come in, to have access to every drop of information and stand behind it and say, this is worth more money. I really can't think of a better endorsement than people who are sophisticated, intelligent, and successful, who know everything about the company to come out and say, we're putting more money in. So I think that should be something that shareholders look at and think about the fact that every member of our board and our executive management team is cash invested in this business. We're all aligned. So for these qualified people to come in and put more money in, seeing the opportunity, I think that should really resonate with shareholders.

Great. Excellent. Last question I think we have here is we've heard references to Hanire in the context of Atlas Clear Strategy. Can you share how Hanire fits into the broader growth plans? What investors should understand about its contribution going forward?

Sure. Absolutely, Jeff. I'll take that. Yeah, we get a lot of questions about Hanire. Obviously, that is an agreement that we signed at the end of last year, and Hanire is still alive. Can't get into the details on why it's taken as much time as it has, but we're in regular communication with them. They have the desire to make an investment into us. We understand that the funding is imminent, that they'll receive their funding imminent. So we look forward to them being able to come on board and making an investment into us. But all that being said, as we've seen over the last three or four weeks, the people that have followed the stock and followed, obviously, the volume and the liquidity and all the things we touched on in this call, the world's kind of opened up for us. It's changed. It's changed drastically. The street has now started to recognize the fundamental value that we have contained within Wilson Davis. And then we can extend that out and beyond and all the other things we're going to do, including commercial Bancorp. And with the balance sheet in the position that it is, we have been fielding calls regularly from institutions, from direct investments. So we have a lot of different opportunities for funding at this point in time to take additional capital in. And we are very excited about the possibility of Hanire coming on board. At the same time, we've got to strike while the iron is hot because all the performance, everything we've done has been with basically no capital going into Wilson Davis. And we need to put an infusion of capital in there. So we're getting some really neat offers, some great opportunities. We think capital will be a strong point for us as we go forward. And we're excited about the opportunity in front of us because with capital in the engine, we think we've got a very bright future.

Guys, I don't have any more questions here. Operator, that's it for the questions. And, guys, thank you very much.

Thank you, Jeff. Thank you, Craig. Thank you.

And that concludes today's conference call. Thank you for your participation in Atlas Clear Holdings' fourth quarter and full year 25 earnings. You may now disconnect.