AtlasClear Q1 2026 Earnings Call Transcript

Quartr
Provided by Quartr
November 14, 2025

Key Takeaways

  • Positive Sentiment: Balance-sheet turnaround: AtlasClear reported positive stockholders' equity of ~$6.9M, removed the going-concern qualification, and reduced De‑SPAC liabilities by over 80%, improving financial stability.
  • Positive Sentiment: Operational momentum: Revenue rose 52% YoY to $4.25M, operating loss narrowed to $877k, and Wilson‑Davis delivered recurring profitability with net capital of $12.28M, above regulatory requirements.
  • Neutral Sentiment: $20M financing: The company secured $20M in October (about $10M in convertible notes—11% coupon, 5‑year, $0.75 strike—and ~$10M in equity units/warrants at $0.75), strengthening liquidity and runway but introducing potential dilution risk.
  • Neutral Sentiment: Bank acquisition progress: AtlasClear extended the agreement for Commercial Bancorp of Wyoming and expects to file with the Fed by Jan 31; the acquisition would provide a Fed master account and charter but is subject to regulatory timing and approval.
  • Neutral Sentiment: Digital-asset strategy: Management is prioritizing crypto custody, trading and lending (targeting initial crypto revenues in mid‑to‑late 2026) and plans acquisitions and product builds, but execution depends on regulatory clarity and integration.
AI Generated. May Contain Errors.
Earnings Conference Call
AtlasClear Q1 2026
00:00 / 00:00

Transcript Sections

Skip to Participants
Operator

Good day and welcome to AtlasClear Fiscal Q1 2026 earnings call. All participants will be in a listen-only mode. If anyone should require operator assistance, please press star zero on your telephone keypad. Please note today's call is being recorded. Today's call will be led by John Shiveley, Executive Chairman, and Craig Ridenhour, President of AtlasClear Holdings. Also joining us is Jeff Ramsen, CEO of PCG Advisory, who will provide the safe harbor statement and manage the Q&A portion of today's call. Please go ahead, Jeff.

Jeff Ramson
CEO at PCG Advisory

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, 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 the company's Form 10Q for the quarter ended September 30, 2025, and other filings with the SEC. AtlasClear undertakes no obligation to update forward-looking statements except as required by law. With that, I'll now turn the call over to AtlasClear's Executive Chairman, John Shiveley.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

Thank you, Jeff, and good morning, everyone. The September quarter marks a key inflection point for AtlasClear. For the first time since our De-SPAC, we achieved positive stockholders' equity of $6.9 million, eliminated the prior going concern qualification, and further reduced De-SPAC liabilities by more than 80% from fiscal 2024. This achievement reflects our focus on disciplined execution and balance sheet optimization, which now positions AtlasClear as a more stable, growth-ready public company. Together, these efforts demonstrate that the foundational work we have done since our De-SPAC is delivering tangible results, establishing a platform for long-term scalability and value creation. We also secured $20 million in new institutional financing in October, half in convertible notes and half in equity units, strengthening our liquidity and providing a foundation for growth and acquisitions. Importantly, this funding allows us to execute on our strategic roadmap without requiring further near-term equity dilution.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

This progress comes amid a dynamic market for smaller financial institutions where access to efficient clearing, funding, and technology infrastructure remains critical. We see this environment as an opportunity to demonstrate how AtlasClear's model delivers scalability and cost efficiency when it's needed most. Operationally, our subsidiary, Wilson-Davis & Co., continued its track record of growing profitability, delivering strong commission, clearing, and stock loan results. Strategically, we continued laying the groundwork for a vertically integrated, technology-enabled platform for trading, clearing, settlement, and banking. With that foundation in place, I'll turn it over to our President, Craig Ridenhour, to review key operational highlights from the quarter.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

Thanks, John. Let's take a closer look at our performance this quarter and how our operational progress continues to translate into financial strength. Operationally, we saw meaningful growth and diversification. Revenue for the quarter was $4.25 million, up 52% year-over-year. Operating loss narrowed to $877,000, an improvement from $941,000 last year. Net loss was $440,000 compared to net income in the prior year period that benefited from one-time fair value adjustments. Total assets grew to $73.6 million, up 21% from June 30th, the consolidated level. Net capital at Wilson-Davis & Co. increased to $12.28 million, exceeding regulatory requirements by about $2 million. On the business development front, our third correspondent clearing client signed, and we anticipate we'll begin onboarding Q1 calendar year 2026, which we expect to contribute materially to the fiscal 2026 revenues.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

We also are in discussions to expand our lockbox partnership for the potential launch of new product platforms next year. On the leadership side, we welcome Sandra Patel as Chief Financial Officer and General Counsel, and Steven Carlson rejoined our board as an independent director, further strengthening our governance and financial oversight framework. The consistent growing profitability at Wilson-Davis & Co. underscores the strength of our recurring revenue model and serves as the foundation for scalable growth. We now have clear visibility into an expanding pipeline of new correspondents, which should deliver sustained revenue momentum going into next year and beyond. With that, I'll hand it back over to John to walk through the financial results in more detail.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

Thank you, Craig. Let me walk through the financials in a bit more detail. Revenue of $4.25 million, up 52%, was driven by commissions of $2.33 million, vetting fees of $0.37 million, clearing fees of $0.71 million, and other revenues of $0.83 million. Operating expenses were $5.13 million, which were primarily compensation and technology costs as we are scaling our operations for growth. Our operating loss was $877,000 versus $941,000 in the prior year. Our net loss was $440,000 versus $10.7 million net income Q1 fiscal year 2025, but that included non-cash gains from fair value adjustments. Cash and restricted cash are up to $32.2 million, up from $29.6 million at June 30th. Stockholders' equity, positive $6.86 million versus a negative $6.8 million deficit three months ago, a swing of over $13 million.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

These results validate the progress we've made in strengthening the balance sheet, simplifying our capital structure, and positioning AtlasClear for profitable growth. Overall, the quarter's results demonstrate steady execution across both our operating and financial objectives, supporting our transition from stabilization to sustained growth. We continue to maintain strong regulatory capital at Wilson-Davis & Co., exceeding minimum requirements by a comfortable margin, and expect this buffer to expand as profitability scales. As we move through fiscal 2026, we will remain focused on driving operating leverage, maintaining disciplined expense control, and strengthening capital efficiency across all business lines. We are equally committed to new product development such as digital assets, prudent risk management, compliance, and operational oversight as we grow to ensure our platform meets the highest standards expected of a regulated financial institution.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

With that, I'll turn it back over to Craig to discuss our strategic priorities and outlook for fiscal 2026.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

Looking ahead to fiscal 2026, our priorities are clear. One, capitalize on our strengthened balance sheet and new growth funding. The $20 million raised in October mitigated liquidity concerns and fully resolved the going concern qualification. We expect this capital to fund the integration of our technology stack, expand our stock loan and margin lending programs, and support acquisition activity. Two, accelerate client onboarding and expansion. Our third correspondent clearing client has signed, and we believe we will begin onboarding in Q1 calendar year 2026 while we continue to expand our pipeline. Each new relationship adds recurring revenue, scale, and operating leverage. Three, advance Commercial Bancorp acquisition. Once complete, it will provide low-cost funding and a regulated bank charter to support our clearing and custody ecosystem. Four, enhance and deploy technology.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

We plan continued rollouts of our OLA digital account opening system and lockbox infrastructure, including digital asset and credit capabilities for institutional clients. Five, pursue selective M&A opportunities. We will evaluate targets that enhance product capabilities, broaden client reach, or offer complementary technology and strong financial returns. In parallel, we will continue deepening our relationships with fintech partners to expand distribution channels and integrate complementary technologies that enhance our value proposition. Looking more broadly, the market opportunity for modern technology-driven clearing and banking infrastructure continues to expand. Smaller institutions are increasingly seeking flexible, cost-efficient platforms, a space where AtlasClear is uniquely positioned to lead. With these priorities in place, fiscal 2026 is shaping up to be a pivotal year, one focused on disciplined expansion, operational scale, and sustained execution. With that, I'll turn the call back over to John for closing remarks.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

To summarize, AtlasClear entered this fiscal year in its strongest position yet. We eliminated the going concern uncertainty, achieved positive equity, secured new institutional capital, and maintained profitability at our core operating subsidiary. These milestones reflect a year of disciplined execution and set the stage for the next phase of growth. With a stronger balance sheet, expanding client base, and a clear path toward integrating our clearing technology and banking operations, we are well positioned to scale efficiently and deliver sustained shareholder value. We are executing now from a position of strength, focused on sustainable growth and long-term value creation. With a clear strategy, a strong capital foundation, and a committed team, AtlasClear is well positioned to deliver measurable progress throughout 2026 and beyond.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

As we continue this momentum, our emphasis will remain on disciplined execution, transparency with our shareholders, and building a durable platform that can scale with our clients' success. Our mission remains unchanged: to build a vertically integrated, tech-driven financial platform that modernizes clearing and banking for emerging financial institutions and other fintechs. Thank you to our employees, clients, board of directors, and most of all the shareholders for your continued trust and support. Your confidence drives our progress, and we look forward to keeping you updated as we execute our 2026 roadmap and build long-term value. We look forward to updating you on our progress throughout fiscal 2026. Thank you.

Jeff Ramson
CEO at PCG Advisory

Thank you, John and Craig. Before the call, we collected questions from analysts and investors, which we will address now. First one is, the $20 million in Funicular financing seems pivotal. Can you elaborate on its structure and how this capital strengthens your ability to execute on both near-term client wins and longer-term platform build-out? Some investors view alternative financing squarely. What should give them confidence that this structure supports growth rather than just short-term liquidity?

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

I'll take that, Jeff. Thank you for the question. Yeah, the $20 million Funicular financing is pivotal, and it's not just other parties that came in. We took two pieces in that financing. The first was a convertible note, which has a coupon of 11% to five-year note, striking at $0.75 a share, which obviously is far above the market price today. We also took in a unit offering that was comprised of equity and warrants striking at $0.75, and that was for another $10 million, roughly, give or take. I totally appreciate, especially going through the De-SPAC process, how the convertible notes can be viewed with skepticism and concern because they can cause significant dilution.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

Where we stand today and the present strikes were far above the market, and we believe this $20 million that we took in will put us in the position to grow the company in a way that will not be nearly as diluted as what we suffered through the De-SPAC. We are excited about the financing. Our partners, including Funicular, have been absolutely fantastic to us. They are strategic, and we look forward to 2026.

Jeff Ramson
CEO at PCG Advisory

Given that the share price is currently below a dollar, can you provide an update on the company's compliance with New York Stock Exchange listing requirements?

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

Sure, Jeff. I'll jump in and answer this. We get this frequently. We certainly understand the concern from investors and shareholders regarding the dollar threshold because that's kind of imprinted in everyone's mind. We certainly don't like being under a dollar. We understand why we're here. We don't think our current price is reflective of the value that's in the company and the numbers we're putting out, and we think that this will hopefully be a distant memory. All that being said, the question is if we're in compliance with NYSE listing standards. We are on NYSE American, and they have no dollar threshold as a listing standard right now. We are fine.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

We actually, because we do not have to worry about that dollar and making certain decisions, we are able to continue on our path, grow it properly, make the right decisions for our shareholder base, and ultimately the long-term prosperity of the company. Although it is uncomfortable to see it down there for some people, we are in compliance with NYSE American standards at this point, and we are not concerned about the dollar because that is not one of the requirements. I do appreciate the question.

Jeff Ramson
CEO at PCG Advisory

Thanks, Craig. Next question I have is, can you speak to your digital asset strategy going forward? Given recent market volatility and evolving SEC guidance, how are you thinking about near-term revenue goals for this segment over the next year, and how does the Commercial Bancorp of Wyoming acquisition help support that growth?

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

Jeff, I'll take that question, and that's a pretty in-depth question. Digital assets are a primary focus for us coming into 2026, and what we see out of the SEC with respect to additional guidance and what we see with now, presently kind of a welcoming of the idea of financial services firms being in crypto, we want to be there in the best way we can, correct me as fast as we can. We see crypto as one more product line with respect to the assets that are being traded, whether it's Bitcoin or Ethereum, name the crypto. That's really not much different from the regulatory perspective of a security or a bond or a mutual fund.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

We want to be the platform that absorbs all of these products and holds them in custody and uses that custody to create for our customers a better opportunity for portfolio margin, and we think crypto is a critical component of that. We are looking very strongly at certain acquisitions in this space that we think might make sense. We are looking very strongly at how we tie together the crypto, TradFi and DeFi in a way that is the most efficient possible way. To get there, we do think the Commercial Bancorp of Wyoming acquisition will help us do that. As a Wyoming state-chartered bank, that state has been for a long time one of the most forward-thinking states with respect to crypto.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

The fact that the bank is also a Federal Reserve member bank, we think will allow us to cash settle things correctly in a way that perhaps our competitors cannot do quite as efficiently. I do hold out hope that in second quarter, maybe third quarter of next year, we will be delivering crypto revenues to the platform. We see crypto as almost every other asset class from the trading perspective, but I kind of also want to caution that in that the crypto settlement functions, the idea of an on-chain immutable ledger that settles instantly, we think is ultimately the future for all financial products. Several things to your question, Jeff. We are getting in front of it. We are looking at acquisitions.

John Shiveley
John Shiveley
Executive Chairman at AtlasClear Holdings

We have ideas and designs on crypto lending, crypto trading, and we look forward to 2026 because we think it's going to be the year of crypto for us.

Jeff Ramson
CEO at PCG Advisory

Very good. Very good. Great. The last question I have is, with regard to Commercial Bancor, the acquisition agreement was just extended through Q1 2026. Can you give us the latest on regulatory progress and integration planning, and how confident are you in closing within that window?

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

Sure, Jeff. I'll take this. It's a great question, and it's one that gets lost sometimes, we found, and people that are in the industry look at that and realize the gem that we have there and that we're fortunate to have them under contract. When you look at Commercial Bancorp of Wyoming, it's a smaller Fed member bank, but it's profitable. It's clean. So we're a 110-year-old charter. We're very excited to go down the process with the Fed for potential approval. With that in mind, our goal right now is, and we believe we will meet it, is we will formally file with the Fed. We anticipate no later than January 31. That's our goal internally. Now, things can change, but that is our goal.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

What that means is we will begin the Fed approval process where they'll begin reviewing our applications, going through the entire, it can be a lengthy process, although we understand with the new administration it may have shortened a little bit, we're hopeful. Nonetheless, we'll begin that process by January 31. Again, the time it takes is the time it takes. The ultimate goal is an effective approval. We're confident we can get there, and we'll receive that based on management's experience and the experience also of running banks in the past. We're optimistic on that front. You look at the integration planning, there are a lot of things that we could do. One, we have to build out the tech somewhat there to do the longer-term plans.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

As John just went through a litany of reasons why digital assets are great given the jurisdiction of Wyoming, we see a long-term plan with the digital assets in custody and a number of other things. We also see the ability to go get a Fed Master Account, which is incredibly valuable. We see a number of different long-term goals, but the near-term goals on integration would be, upon effective approval, just creating that internal ecosystem where we create deposit sweeps from Wilson-Davis & Co. of cash deposits over into Commercial Bancorp of Wyoming or as it operates as Farmer State Bank, and the extension of credit from Farmer State Bank out to Wilson-Davis & Co. and clients of Wilson-Davis & Co. that want to trade on margin and various other functions.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

That is an immediate thing that does not take a heavy tech lift, that upon effective approval, we can immediately get into and begin providing these sweeps and extensions of credit without too much lifting. There are longer-term goals and also an expansion of the footprint, right? Currently, Commercial Bancor Wyoming is located in Pine Bluffs, Wyoming, and we have been very open with them about the idea that over time we would expand our footprint given what we are looking to do. Immediately, we will put additional capital in, we will expand their balance sheet and their ability to take additional deposits on. We are very excited about this potential opportunity. If you look across the landscape right now, it has been noted throughout the media how a lot of the crypto companies are going out there and they are looking for Fed member firms, and that is not by accident.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

We're in a situation where we already have one under contract. We're going to begin the approval process. We believe we'll be successful in that approval process. Ultimately, Jeff, when we get through that and if we do have a successful approval, when you combine the correspondent clearing licenses that we have with NSCC, DTC through Wilson-Davis, combine that with the custody powers of the Fed member firm that we have within Farmers State Bank, Commercial Bancorp of Wyoming, that gives us a licensing footprint. Again, I say it often, it's not that we can say that it's impossible to replicate, but it's incredibly difficult for a host of reasons. We're very excited about that. We're excited to begin the approval process, and we're optimistic about it, and we look forward to updating people along the way and our shareholders and the investing public.

Craig Ridenhour
Craig Ridenhour
President at AtlasClear Holdings

Again, thank you very much for the question. Great question.

Operator

This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation.

Executives
    • Craig Ridenhour
      Craig Ridenhour
      President
    • John Shiveley
      John Shiveley
      Executive Chairman
Analysts
    • Jeff Ramson
      CEO at PCG Advisory
Powered by Quartr