5/14/2026

speaker
Operator
Conference Call Operator

Good morning and welcome to the Atlas Clear Holdings third quarter fiscal 2026 earnings conference call. All participants are on a listen-only mode. Following management's prepared remarks, there will be a question and answer session. This call is being recorded. Joining us today from Atlas Clear Holdings are John Schleibi, Executive Chairman, Craig Ridenour, President, and Sandy Patel, Chief Financial Officer and General Counsel. Also joining us is Jeff Ramson, of PCG Advisory, who will read the Safe Harbor Statement. I will now turn the call over to Jeff Ramson. Please go ahead.

speaker
Jeff Ramson
Advisor, PCG Advisory

Thank you, Operator, and good morning, everyone. Before we begin, I'd like to remind listeners that today's discussion may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Forward-looking statements on today's call include but are not limited to comments on correspondent onboarding activity, expected revenue contribution, regulatory approvals, and the status of pending acquisitions, and the company's longer-term strategic initiatives. For more complete discussion of these risks, please refer to Atlas Korea's Form 10-Q for the quarter ended March 31st, 2026, and the company's other files 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 Shibley.

speaker
John Shibley
Executive Chairman

Thank you, Jeff, and good morning, everyone. This quarter is another decisive step in Atlas Clear's transformation. For the third consecutive quarter, the operating performance and balance sheets have moved together, and they've moved in the right direction moving forward. A word on the environment. The financial services landscape continues to favor scaled, integrated operating models. Rising costs of regulation, rising costs of technology, and clearing costs are pressuring smaller and mid-sized broker-dealers. Capital requirements are going up, compliance demands are expanding, and it's increasingly difficult to operate at scale as a single-product broker-dealer. As a consequence, the industry is consolidating in response. For Atlas Clear, these are structural tailwinds. Against that backdrop, here's what we're building. Atlas Clear is being built as an integrated financial services platform that will bring capital markets origination, clearing and banking together under a single architecture. Wilson Davis is the regulated correspondent clearing business in place today. Dawson James, once the transaction closes, will add investment banking and distribution. Commercial Bank Corp, once approved, will add the banking layer. Each component is independently valuable The integration, though, is where the leverage really compounds for us. This is the model we set out to build, and it is taking shape. We are executing on the model. The results of this quarter reflect that progress. Stockholders' equity stands at $22.3 million compared to a $6.8 million deficit nine months ago. Total liabilities are down $16 million. Revenue is running 67% ahead of the prior year period on a year-to-date basis. Securities lending has grown from immaterial a year ago to $3 million year-to-date. These are signs of operating momentum. Three things stood out this quarter. First, our accelerating growth pipeline. We have signed or are actively onboarding five correspondent relationships with additional relationships in development. We have submitted our formal application to the Federal Reserve in connection with the proposed acquisition of commercial bankrupt of Wyoming. and we have entered into a letter of intent to acquire ARC Financial Services and its broker-dealer subsidiary, Dawson James Securities. Each of these is a building block in the integrated infrastructure strategy. Second, we have a robust and scalable operating foundation. Wilson Davis, again, is the regulated correspondent clearing broker-dealer at the center of our business. Net capital at quarter end there was $15.2 million, which is approximately 50% higher than when we acquired Wilson Davis in early 2024. That increased capital capacity is what allows us to onboard correspondence without balance sheet constraints and to scale the broader business as it goes. Third, we have a fundamentally strengthened capital structure. Since fiscal year end 2024, we have reduced the legacy D-SPAC liabilities the company carried by more than 95%. The merger financing notes, the extensive payables due, the Winston Strong liability, the long-term note conversions, the derivatives have all been resolved. The earn-out liability with our D-SPAC has come down from $12.3 million to $689,000. Together with the $20 million of structured capital we closed in October, we are positioned to execute without near-term equity dilution. The balance sheet is sufficient to fund the next phase of growth rather than continuing to absorb legacy obligations. Sanda Patel, our CFO, will walk through the bridge in more detail shortly. These milestones are not isolated. Together, they describe a company moving from restructuring to execution and from construction to scaled operation. With that, I'll turn it over to our president, Craig Ridenour, for the operational review.

Disclaimer

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