AtlasClear Holdings, Inc.

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.

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.

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.

Thank you, John, and good morning. A quarter came down to two things at the operating level, continued performance of Wilson Davis and active build-out of the infrastructure required to support a growing corresponding capital market slip-bred. Wilson Davis performance. Wilson Davis is the operating engine. Total revenue at the subsidiary level is driven by five lines. Permissions for the quarter were 1.4 million, broadly consistent with the prior year quarter of 1.5 million, and up 53% year-to-date to 6.8 million from 4.5 million. Clearing fees were 662,000 for the quarter, in line with the prior year at 659,000. Year-to-date clearing fees of 2 million reflect a modest decline from 2.5 million, consistent with a mixed shift as the business has grown other revenue lines. Vetting fees were $431,000 for the quarter and $1.2 million year-to-date, in line with prior periods. Net trading gains contributed $337,000 in the quarter, compared to a negligible amount in the prior year, and $542,000 year-to-date. This reflects activity in our principal trading book, including participation as a selling agent in an at-the-market offering. And stock locate and securities lending revenue was $1.4 million and a quarter, and $3 million year-to-date, compared with effectively zero in the comparable prior year period. This is the most consequential development on the revenue side, and I'll spend a moment on it. Securities lending build-out. Securities lending was an immaterial line of item a year ago. Today, it is the largest contributor to our year-over-year revenue growth. That didn't happen by accident. It reflects deliberate investment in infrastructure, client relationships, and operational workflow by the team. The opportunity is structural. Hard to borrow inventory, fully paid lending economics, and demand from short side activity align with Wilson Davis's correspondent clearing capability. We are still building scale, and we continue to add capacity in technology and personnel. Correspondent pipeline. As John noted, we assigned or are actively onboarding five correspondent relationships. with additional relationships and late-stage documentation. These relationships move through documentation and operational readiness before reaching steady state contribution, and we expect that contribution to build over the coming quarters. The pace of inbound interest reflects the market dynamics John described at the top of the call. We are seeing real demand from smaller and mid-sized broker-dealers. Infrastructure investment. Supporting this growth is required investment. During the quarter, we expanded our headcount across operations, compliance, and technology functions. We enhanced our clearing and data processing infrastructure, and we expanded our physical footprint, which is reflected in the increase in operating lease right-of-use assets on the balance sheet. These are deliberate decisions made ahead of the revenue ramp. We would rather carry capacity into a growing pipeline than scramble to add it after the fact. Santa will qualify those expenses and back in a moment. Wilson Davis Capital Position Beyond net capital, which John referenced earlier, the customer reserve account held $23.1 million against $21.9 million requirement, and the PAB reserve account held $676,000 against the $338,000 requirement. The subsidiary is comfortably in excess of all applicable thresholds. With that, I'll turn it over to Sandip.

Thank you, Craig, and good morning. Total revenue for the third quarter was $4.2 million. a 65% increase over the $2.5 million reported in the prior year third quarter, with growth concentrated in the lines Craig walked us through. On a year-to-date basis, total revenue was $13.5 million, up 67% from $8.1 million in the prior year nine-month period. Fissions grew 53% year-to-date. Stock low-paid fees grew from $15,000 to $3 million. I'm going to take a little extra time to detail the expenses. Total expenses for the quarter were 7.1 million compared to 3.6 million in the prior year quarter. I want to be specific about what is in this number because the categories matter. First, variable expense and capacity tied to revenue growth. Compensation, payroll tax, and benefits increased 780,000 year-over-year, reflecting both higher variable compensation and the headcount additions Craig described across operations, compliance, and technology. Data processing and clearing costs increased $564,000 driven by higher activity. These expenses scaled with revenue as they should. Second, non-cash stock-based compensation. The quarter included $1.2 million of stock-based compensation tied to executive employment agreements entered into following the merger. There was no comparable expense in the prior year third quarter. This is non-cash and reflects the amortization of grants over their service period. Third, transaction and consulting costs. Regulatory professional fees and related expenses increased $695,000, primarily reflecting professional fees and consulting work associated with the commercial bank corp negotiations. These costs are tied to a specific transaction rather than ongoing operating run rate. Taken together, approximately $1.9 million of the year-over-year increase is either non-cash compensation or transaction-specific. This reflects capacity investment and variable costs tied to revenue. Taking the revenue and the expense walk together, the quarter produced an operating loss of $2.9 million and a net loss of $1.9 million. narrower than the $2.9 million net loss in the prior year third quarter. The year-to-date picture is what matters. The company generated $4.4 million of net income or $0.05 per diluted share against a $0.02 loss per share in the prior year nine-month period. That swing is the underlying business at work. Prior year year-to-date number was buoyed by approximately $11.6 million of non-cash gains on derivative remeasurement tied to legacy capital structure. On a like-for-like operating basis, the current period is the stronger one. Year-to-date interest expense declined 33% from $6.9 million to $4.6 million, reflecting the debt reduction completed earlier in the fiscal year. Turning to the balance sheet now. Total assets at March 31st were $73.9 million compared to $60.9 million at fiscal year end. Total liabilities declined $16 million to $51.7 million, reflecting the resolution of the merger financing notes, the TOW agreement liability, the Winston & Straw liability, and the excise tax payable. On the figure John cited, here is the bridge. The legacy BSPAC liability basket included the earn-out liability of $12.3 million, the long-term note conversion derivative at $16.5 million, the Winston and Strawn agreement at $2.4 million, and the contingent guarantee that became the merger financing note at $3.3 million. This is approximately $34 million in aggregate at June 30, 2024. March 31st, 2026, the same basket stands at $689,000. The capital structure that was put in place at the time of the merger has been substantially unwound and replaced. Stockholders' equity stood at $22.3 million at quarter end compared to a deficit of $6.8 million at fiscal year end, a $29.1 million improvement over nine months. Sequentially, equity grew from $21.7 million at December 31st, despite the third quarter net loss reflecting share issuances tied to the conversion of legacy notes. Cash and cash equivalents at the corporate level were $16.7 million, up from $7.5 million at fiscal year-end. Including segregated customer cash and PAB reserve cash, total cash on the balance sheet was $41.2 million. The balance sheet has been substantially repaired with liquidity in place to support both ongoing operations and the onboarding activity Craig described. With that, I'll turn it back to Craig for strategy and outlook.

Thanks, Sandip. John outlined the strategic architecture at the top of the call. Let me walk you through where each piece stands. On Commercial Bancor, our formal application has been submitted to the Federal Reserve and the Wyoming Division of Banking. The transaction remains subject to regulatory approval and customary closing conditions. We will update the market as the process advances. On Dawson James, we announced a letter of intent in April. Under the contemplated structure, the transaction will close in two steps to accommodate FINRA requirements, with an initial 24.9% interest required on execution of the definitive agreement and the remainder following regulatory approval. We will continue to work toward a definitive agreement and provide updates as appropriate. On the correspondent pipeline, we expect contribution to build progressively as relationships move through operational integration. On securities lending, we expect continued growth as we add inventory, deepen client relationships, and extend the operational footprint of the business. We are focused on three near-term priorities. Converting our correspondent pipeline into live revenue-generating relationships, advancing the commercial Bancor and Dawson James transactions through their respective regulatory processes, and scaling our securities lending business as a durable, capital-efficient revenue stream. With that, back to John for closing remarks.

Thank you, Craig. Nine months ago, Atlas Clear was focused on completing a complex restructuring. Today, we are a company executing with purpose on a defined strategy with an expanding revenue base and visible operating progress. The third quarter marks the third consecutive period of progress in the same direction. Our focus from here is on converting pipeline into performance, advancing our strategic acquisitions, and scaling our highest potential businesses. It's worthwhile to take a moment to stress our strategic performance. Our announced and proposed acquisitions of the bank and Dawson James are both or will be both accretive immediately upon approval, but more importantly, strategic for us. They will empower the company to provide comprehensive services with more efficiency and enhanced risk management. Recently, we announced our fifth correspondent signed. Our channel to add more correspondence is deep. We are moving thoughtfully to onboard the signed correspondence, but this is our path to scale. And we believe coming into the third and fourth quarter of this year, that scale will start to reflect in our bottom line. Today, we're operating from a $22.3 million equity base with $41 million in total cash. We know what remains in front of us, and we are confident we have the people, capital, and infrastructure to deliver it. Thank you to our employees, our clients, and, of course, our shareholders for your continued support. With that, operator, please open the line for questions.

Thank you. We will now open the line for questions. Jeff Ramson of PCG Advisory will moderate.

Jeff? Thank you, operator. We have a few questions that have come in. I'm going to go ahead and read the first one, and management will respond. Total expenses jumped from 3.6 million in Q3 of last year to 7.1 million this quarter, and the standalone net loss widened slightly. With revenue up 65%, why didn't more of that flow through to the bottom line? Sandip, I think this one is for you.

Thank you, Jeff. It's a fair question, and I think the best way to look at the expense increase is in three buckets. First is non-cash stock-based compensation tied to executive employment agreements entered into following the merger. That contributed approximately $1.2 million in the current quarter with no comparable expense in the prior year period. It is non-cash and reflects amortization over the service period of the grants. The second is transaction and consulting costs of roughly $695,000 tied to the commercial bank court negotiations. Those are specific to the deal rather than to operating run rate. The third is variable expense and capacity additions that scale with revenue. Compensation and benefits increased $780,000 on higher variable compensation and headcount additions across operations, compliance, and technology. Data processing and clearing costs increased $564,000 on higher activity. Those expenses behave as they should as the business grows. Stripping out the non-cash and transaction-specific items, underlying expense base reflects investment and capacity ahead of revenue ramp Craig described. This is a deliberate choice.

Thanks, Sandy. Next question. You mentioned five corresponding relationships signed or in onboarding, additional prospects, and late-stage documentation. Can you give us a sense of what the revenue contribution looks like as those relationships ramp?

Craig? Yeah, sure. Sure, Jeff. I'm happy to break it down. You know, the corresponding clearing relationships, we've got a lot of questions about this. Because it's hard for us to articulate until they actually see it in motion of what the actual, you know, the bottom line impact is. And it is significant. So, you know, each correspondent relationship has its own life cycle. It goes through documentation, goes through operational readiness, and then finally it goes to what we called earlier, or I called earlier, steady state contribution. That's where the revenues really start to kick in. You know, the five relationships that we have, they're at different stages. One's fully onboarded. You know, others are onboarding, you know, at the moment. So the ramp's not going to be uniform, but what you will see and what we expect you're going to see is the contribution's going to build progressively over the next coming quarters. And then we really believe the street will see the value in what we're talking about. It's hard for them to visualize it. But also what we can tell you is that the economics on correspondent clearing, very attractive once the relationship's alive and the clearing volume really kicks in. You know, the platform we've built at Wilson Davis allows us to onboard you know, incremental correspondence, you know, without proportionate costs. So it just gives us real operating leverage in the model. You know, as these relationships mature over time, we'll provide more updates as contribution becomes more visible, but I think the street's going to be happy with what they see. Very good.

Okay, sticking with you, Craig. Securities lending grew from immaterial last year to $3 million year-to-date. Can you walk through how you built that business and how scalable is it from here?

Yeah, sure, sure. Stick with me. I'd love it. Happy to walk through it. A year ago, stock locate was effectively zero. As I mentioned earlier, today it's the largest contributor to our year-over-year revenue growth. The way that happened is we really built it methodically over several quarters. We invested in infrastructure, client relationships, also operational workflow, and we got the right people running it. The great thing about this and stock loan and stock locate is that the drivers are durable. You know, we have hard-to-borrow inventory, as I mentioned earlier. We've got fully paid lending economics, you know, demand for short-sight activity. So they all sit naturally on top of our corresponding clearing broker-dealer. You know, as far as scalability, you know, we're building. We continue to add capacity and technology and personnel. You know, that's going to help us grow inventory, get deeper client relationships. And, again, you know, we try to be very transparent, and we're going to provide updates as the business scales.

Very good. Very good. Next question. Can you give us a sense of the regulatory timeline on Commercial Bancorp and how the three pieces of the platform fit together once they're all in place? John?

Sure, Jeff. I'll address that. On the regulatory timeline, our formal application to the Federal Reserve has been submitted, also to the Wyoming Division of Banking, and that transaction is subject to their approval, their review, customary closing conditions, We're not in a position to predict regulatory processes. We definitely don't try to do that. We feel like it's going well, but as we get more facts, we'll update the market as those approvals advance. On the architecture, yeah, I find this is a top to call, but I do think it's worth repeating. Wilson Davis is the regulated correspondent clearing business in place today. Dawson James, again, once approved and closed, will add investment banking and capital markets distribution. And then the bank, Commercial Bank Corp., once approved, will add the banking layer. That brings federally regulated infrastructure supporting deposit, lending, and treasury services. The strategic logic is that the businesses connect. A correspondent clearing broker dealer that clears can also have access to banking services and create efficiencies. A small-cap issuer that works with our investment bank can use the clearing infrastructure. These connections are what make an integrated model, and it makes us more valuable as we execute on every piece within the model.

And, Jeff, if you don't mind, just following up what John just said, this is Craig again. Yeah, I'm going to add one more thing on the integration side. We are not waiting for the transactions to close to begin the operational work. You know, we're already aligning the team. The technology infrastructure is being built, and the regulatory groundwork is being laid. The point of this is, obviously, we have to get, you know, approval, right? And we're optimistic we will on both transactions. But at the end of the day, when the closings happen, we expect to move quickly so that ultimately – the revenues are substantial and come in, you know, at a faster pace. So, we're excited about it.

Great. Very good. Very good. Thank you. Thanks, guys. Another question here. John mentioned at the top of the call that you've reduced legacy D-SPAC liabilities by more than 95%. Can you give us a bit more on that bridge and where the balance sheet stands today? Can you take that one?

Sure, Jeff. At June 30, 2024, the company carried four legacy D-SPAC liabilities on the balance sheet. The earn out at $12.3 million, a long-term note conversion derivative at $16.5 million, Winston and Strawn agreement at $2.4 million, and a contingent guarantee that became the merger financing note at $3.3 million. That's approximately $34 million in the aggregate. As of March 31, 2026, three of those four are gone. The earn out liability has been reduced to $689,000. The total basket stands at under $1 million today. On the broader balance sheet, total liabilities are down $16 million over the nine months. Stockholders' equity went from $6.8 million deficit at fiscal year end to $22.3 million at quarter end. Total cash on the balance sheet, including segregated customer and PAB reserve cash, is $41.2 million. The capital structure that came out of the merger has been substantially unwound. What is in place today is the platform that we want to be operating from.

Very good. Very good. Thank you. The next question that came in, you closed $20 million of structured financing in October with Commercial Bank Corp and Dawson James both in the pipeline. Do you anticipate needing to come back to the market for additional equity in the near term? Send it.

The October financing, combined with our current operating cash position and the resolution of the legacy D-SPAC obligations, positions us to execute on the current roadmap without near-term equity dilution. That was a deliberate priority when we structured the October transaction. For the commercial Bancorp transaction specifically, the purchase agreement contemplates consideration paid in a combination of cash and shares of common stock. with the share component priced at either the date of execution or the date immediately preceding closing at each seller's election. The framework is already set. Our base case is that we execute the current roadmap from the current capital base. If circumstances change, meaning if a strategic opportunity arose that required additional capital, we would evaluate it on its merits at that point. We're not planning around it.

Very good. Very good. So, I have one more question. The company issued an 8K and a proxy supplement. Can you walk us through what those files address and what shareholders should know ahead of the upcoming meeting? Sandy, last one.

Thanks, Jeff. The 8K and proxy supplement clarify two items in advance of our upcoming shareholder meeting. The first is the form requirement for the meeting. Under the company's governing documents, the threshold for a quorum is one-third of the voting power of outstanding shares represented in person or by proxy, not a majority. We wanted to make the correct standard explicit in the proxy materials. The second provides additional context around the equity compensation plan proposal that is on the ballot. The supplement corrects the number of shares originally authorized for issuance under the equity plan and walks through the underlying facts so shareholders have a complete picture when they vote. Both filings are publicly available on EDGAR. We encourage shareholders to review the materials. If there are questions about anything in the proxy or the supplement, our investor relations team is available for questions. We want every shareholder to be able to make an informed decision.

Very good. Thank you. It looks like that covers all the questions I have. John, any closing thoughts?

Just to thank everyone for joining, in particular the shareholders and our employees and team. This recording will be available on our investor relations website. We look forward to updating you again next quarter.

Thank you all very much.