AtlasClear Holdings, Inc.

Good morning. Welcome to Atlas Clear Holdings Fiscal Second Quarter 2026 Earnings Call. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this call is being recorded. Joining us today are John Shively, Executive Chairman, Craig Reidenauer, President, Sandy Patel, Chief Financial Officer and General Counsel, Jeff Ramson of PCG Advisory, who will provide the safe harbor statement and manage Q&A. I will now turn the call over to Jeff Ramson.

Thanks, Operator, and good morning, everyone. Before we begin, I'd like to remind listeners that today's discussion may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations. For additional information, please refer to Atlas Clear's Form 10-Q for the quarter ended December 31st, 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 turn the call over to Atlas Clear's Executive Chairman, John Scheible.

Thank you, Jeff, and good morning, everyone. Thanks for joining us. I want to start by taking a step back for a moment. Over the last couple of years, our focus has been on strengthening Atlas Clear's foundation, simplifying the balance sheet, improving financial flexibility, and ensuring our platform is positioned to operate the way we intend it to over the long term. The December quarter marks a clear inflection point for the company. From the very beginning, we've been very clear about our objectives to build a modern technology-enabled financial infrastructure platform designed to serve smaller and mid-sized institutions. firms that are often underserved by larger incumbents. The work of the past two years was about creating the foundation to do that responsibly. In the December quarter, we're now seeing that vision move into execution. That progress showed up in our results. Revenue grew 84% year over year. We reported net income of 6.8 million. Stockholders' equity turned positive to 21.7 million, and this is an accomplishment that we need to highlight. That means from our year end of 2024, we have increased our stockholders' equity by nearly $60 million. Finally, we ended the quarter with $46.2 million in cash and restricted cash. Stepping back more broadly, the current market environment is becoming increasingly constructive for our model. As the markets stabilize and expectations around interest rates evolve, we're seeing greater engagement from broker-dealers and financial institutions focused on operating more efficiently, managing their risk, modernizing their infrastructure, expanding beyond traditional equities into a wider range of products and services, and firms are placing greater emphasis on flexibility, capital efficiency, and operational control. We believe this dynamic aligns really well with the strengths of Atlas Clear's clearing-centric platform. With that context, I'll turn it over to our president, Craig Ridenour, to walk through operational highlights from the quarter and how we're entering 2026.

Thanks, John, and good morning, everyone. Operationally, the story this quarter is about momentum becoming visible and a growing sense of optimism about where the platform is headed. For the past year, we've been focused on getting the fundamentals right, tightening processes, being deliberate about where we put our resources, and making sure the organization was structured to support sustainable growth. Wilson Davis continues to perform as the core clearing engine of the platform. During the quarter, we saw continued strength across commissions, stock locate services, and clearing related activity, reflecting deeper client engagement and broader utilization of our services. Performance has been consistent, and the excess net capital we're carrying provides the capacity to onboard additional relationships and expand services without stretching the balance sheet. What's changed is not just the numbers, it's the tone of the business. We're spending far less time managing around constraints and far more time executing on the opportunities in front of us. With that, I'll turn it over to Sandip to walk through the financials in more detail.

Thanks, Craig, and good morning, everyone. I'll briefly walk through financial results for the quarter, touching on revenue, profitability, and our balance sheet and liquidity position. For the fourth quarter ended December 31, 2025, Atlas Clear reported revenue of $5.1 million, representing an 84% increase year over year. Both was driven by higher client activity across the platform led by continued strength at our operating subsidiary. From a revenue mix perspective, commissions were the largest contributor at just over 3 million for the quarter with clearing fees, stock locate related activity and other service revenues each contributing meaningfully. We also recorded a modest net gain from firm trading activity. Overall, this reflects broader utilization of the platform rather than reliance on any single revenue stream. Expenses increased in line with revenue growth, primarily due to variable compensation, clearing and data processing costs, and stock-based compensation associated with new executive employment agreements. As activity scales, we are beginning to see improved operating leverage across the business. For the quarter, the company reported net income of $6.8 million, which includes non-cash fair value adjustments. More importantly, the quarter reflects a materially stronger underlying operating and financial profile than a year ago. Turning to the balance sheet, total assets increased to 77.6 million compared to 60.9 million as of June 30, 2025. Stockholders' equity increased to 21.7 million compared to a deficit of 6.8 million at fiscal year end, a meaningful inflection point for the company. Liquidity strengthened significantly during the quarter. We ended December with $46.2 million in cash and restricted cash, including $23.1 million in cash and cash equivalents, providing flexibility to support operations, regulatory requirements, and continued execution. At Wilson Davis, net capital totaled $14.7 million at quarter end, supporting higher levels of client activity and providing capacity to onboard new correspondent relationships in a disciplined manner. Overall, the calendar fourth quarter reflects a substantially stronger financial position with improved revenue generation, positive equity, solid liquidity, and capital strength that supports continued execution. With that, I'll turn the call back to Craig.

Thanks, Sandra. As we look ahead, our priorities are clear. First, we're doubling down on what works. Wilson Davis is the powerful engine driving our platform today. It needs to perform consistently, and we're building around it by improving the client experience, increasing operational consistency, and making it easier for emerging and growing broker-dealers to onboard, operate, and grow with us. That means refining systems and workflows to reduce friction, pairing automation with experienced, high-touch service, and deepening relationships with clients who value a more responsive clearing partner. Second, we're scaling responsibly and with conviction. Continue to see a healthy pipeline of interest from firms seeking more flexible and efficient clearing infrastructure. Our approach is deliberate and execution focused, onboarding the right clients, supporting them effectively, and growing in a way that strengthens the platform rather than strains it. We're prioritizing opportunities that are creative and fit our infrastructure regulatory framework, and capital profile, not growth for growth's sake. Third, we're advancing the full Atlas Clear vision. That includes continuous progress toward the proposed acquisition of Commercial Bancorp Wyoming, subject to regulatory approval and customary closing conditions. More broadly, it reflects our belief that the environment for modern regulated financial infrastructure is becoming increasingly constructive. Smaller and mid-sized institutions want flexibility, responsiveness and reliability. And we believe Atlas clear is increasingly well positioned to meet that demand. Overall, the focus is execution, continuing to deliver for clients, expanding thoughtfully and building a platform designed for long term durable growth. With that, I'll hand it back to john for closing remarks.

Thanks, Craig. I'll close with a broader perspective. As we enter 2026 Atlas clear is operating from its strongest position yet. Wilson Davis performing as the operational backbone of our platform. We have a significantly strengthened balance sheet, and two years of foundational work is now translating into clarity, momentum, and most importantly, long-term value for the shareholders. Our path forward is focused and deliberate, enhancing the core clearing business with smarter technology, improving connectivity across workflows, and ensuring the platform remains adaptable as markets, client needs, and areas like FinTech and regulated digital assets continue to evolve. all approached with the same discipline standards that define our company. Thank you to our employees, our clients, our partners, and especially thank you to the shareholders for your continued trust and support. We value that trust deeply and look forward to sharing our progress as Atlas Clear continues to move forward.

Thank you, John. During today's call, we received some good questions from shareholders, which I'll now direct to management. There's been meaningful capital structure simplification over the past year, but investors are still focused on dilution and convertibles. Can you walk through what the fully diluted share count looks like today and whether we're largely past the heavy conversion phase?

Great question, and thank you. I will take this one. The current outstanding share count is approximately 150 million shares. The only remaining viable conversions is from the October 8 financing, which has allowed the company to progress its agenda. On a fully diluted basis, at the current exercise price of $0.75 a share, this would be approximately an additional 43 million shares on the warrants granted in the units and a little over 14 million shares on the convertible note if converted. I should mention the original DSPAC warrants are still outstanding, which represents approximately 26 million shares, but at a strike price of $695. dollars per share, I think we would all be very ecstatic to see them convert. Finally, we cannot predict what happens in the future, but we fully expect any additional dilution to be a creative.

Okay. Thank you. Another question. You ended the quarter with over $46 million in cash and restricted cash. How should investors think about true corporate liquidity versus regulatory capital, and are we now in a position where the business can fund growth internally?

I'll take that one, Jeff. From a regulatory capital perspective, the threshold that we really always have to stay above is $10.5 million. So while we'll be sitting on that cash, we never want to go below, but we can't maintain our corresponding license if we go below it. Fortunately, we've been able to significantly increase our regulatory capital as well. So the $23.1 million that I've said if referenced earlier, is cash that we could spend, but we don't ever want to go below the 15 million that we're presently holding for net capital.

Got it. Got it. Very good. Okay. Next question. Wilson Davis continues to be described as the engine of the platform. At what revenue level does the clearing business begin to generate consistent operating leverage, and what does the path to scaled profitability look like from here?

I think that's going to be an even bigger inflection point, Jeff. I guess I'll just keep going. Even bigger inflection point than the quarter that we just had. Our operating costs last year were in the neighborhood of $14 million, and that's what we have to spend to be able to provide the services as a corresponding clearing firm, all the risk management, trading, and technologies, and the staff to get the work done. Once we cover that, then we can scale tremendously upon our platform. And so, you know, we've announced the relationship with Dawson James and a third client. We're excited for when Dawson James begins trading. We'll certainly make an announcement when that happens because that'll be above our operational cost. Everything from then on becomes variable. And, you know, our margins are solid. So it's really like a $14 million threshold. Beyond that, we really get to maximum operating leverage and we can scale significantly more than we have today. And we think that's going to happen through 2026. The customer channel is very robust.

Great. Okay. Next question is kind of along those lines. Can you provide more clarity on the expected ramp timeline for the new introducing brokerage firms and when investors should begin to see measurable impact reflected in revenue or account growth?

Sure, Jeff. This is Greg. I'll jump in. I'm sure people have missed my voice. But as far as it goes, this is a great question to follow up on, John, because for us, scaling the correspondent clearing business is crucial to what we're doing with Wilson Davis. And it's also just a highly untapped market. To refresh everyone's memory, we're going to really approach smaller institutions to midsize institutions that are really lacking some of these solutions because they can't get direct lined into some of the larger clearing operations. So For us, it's a huge scalable platform for us. But as far as what we're doing and where we're at with this process, you know, as John mentioned, Dawson James has previously been announced. It's taken a little bit longer to get them up and moving. That's because internally we had to go in and restructure and turn on some different technology lines to get the right correspondent clearing suite in place, which we're comfortable that we're now just about at that point. So we're optimistic that they'll be trading here momentarily. As John mentioned, we'll note to the street when that happens. But what that allows us to do is for the correspondent clearing firm that we've signed that needs to remain nameless at this point, they should be up and operational fairly quickly. And every subsequent correspondent clearing client for us should come on much more quickly and with greater ease. So we're excited about our ability to ramp that quickly. and going to the question of, you know, kind of a timing and the impact and reflected revenues, you know, these scale exceptionally well for us and very, you know, and very timely. So I would think that over the next few quarters, some of our numbers should begin to reflect that and it should reflect, you know, very positively for us. So we're excited about where we are.

Very good. Thank you, Craig. Last question I have here is, on the proposed commercial Bancorp acquisition, Can you provide realistic update on timing, regulatory visibility, and what the financial profile of Atlas Secure looks like with or without that transaction?

I'll take this one as well. You know, it's a great question. We get it often. Of course, we had an announcement earlier in the week. You know, we just executed or updated an agreement to a new stock purchase agreement, which really, you know, puts us in a great position. So that goes into the timings. We really need to get that in place. We are preparing to file our application with the Fed. We're optimistic that will be in the very near future. And that basically will put us into the Fed and for the approval and or the review, which we ultimately hope results in approval. And we're optimistic we'll get there. And so realistically looking at it, you know, the regulatory environment has changed completely over the last 12 to 18 months. in particular the last six, the regulators seem to be moving more quickly. What we thought was going to maybe be a, you know, a year to 18-month process we think could be, you know, shortened considerably. You know, again, things can happen, but certainly things that are going on from an approval process right now for other institutions seem to be moving more quickly. So we're optimistic that this will move along more quickly and we'll ultimately get the approval. And then as far as the financial profile of Atlas Clear, what it looks like with or without, let me address the without. Without, we build Wilson Davis as a correspondent clearing firm, focusing on the small institution space. And if you look at correspondent clearing firms that are out there, and some of the ones that have been in the press and in the public eye, they're tremendous institutions with great margins, great scalability, and alone, Wilson Davis is we can build a highly profitable company that reflects in great shareholder value and equity pricing. So that's without Commercial Bank Corp. of Wyoming. With Commercial Bank Corp. of Wyoming, what it does is it creates a full licensing platform. We'll have correspondent clearing services for securities with the custody and banking services of a Fed member bank. We combine those together under the same umbrella, layer in technology, And now we create a one-stop solution that provides tremendous opportunities and leverage to our client base that we'll be going after. So although we can be incredibly profitable and are on our way with Wilson Davis, you combine the two entities together upon effective approval, and we really think the sky's the limit. We're really in a sweet spot, and we're very excited over the next several years. And, you know, great question.

Can I just add a couple things on that because it's important for the bank acquisition. The terms that we announced last week, the sellers are accepting 73% of the acquisition in our stock, and they're doing that because they view the vision, they believe in the vision, and they want to be part of the vision. And then just from a straight economic perspective, the bank will be immediately accretive to us. At 25, the bank did about $1.9 million in revenue with $500,000 in net income. This is an incredibly – it's small, but it's an incredibly well-run Federal Reserve member bank, and that allows us to come in and put the right technology in and do for the bank exactly what we've done with Wilson Davis, which is increase revenues by 84%, tie it together in the way that Craig mentioned. So we're super excited about the bank acquisition. Post, pending approval.

Thank you, everyone. That concludes our quarterly call. We appreciate everyone joining.

Thank you. You may now disconnect, and thank you for your participation.