AtlasClear Holdings, Inc. (NYSE American: ATCH), a financial technology holding company, announced on February 10, 2026, that it has entered into a definitive Share Purchase Agreement (SPA) to acquire all outstanding shares of Commercial Bancorp, the parent company of Farmers State Bank. The SPA replaces a previous merger agreement and simplifies the transaction structure. Under the terms, AtlasClear will acquire 100% of Commercial Bancorp for consideration that is approximately 73% equity-based, with the remainder in cash, subject to customary adjustments. The sellers' acceptance of equity underscores alignment with AtlasClear's long-term growth strategy. Upon closing, Farmers State Bank, a profitable and well-capitalized Federal Reserve member bank, will become a wholly owned subsidiary of AtlasClear.
The acquisition is expected to provide AtlasClear with access to regulated banking infrastructure, including deposit capabilities, payment rails, and lending functionality. This supports the company's strategy to build an integrated clearing, banking, and financial infrastructure platform. John Schaible, Executive Chairman of AtlasClear, stated that the updated structure streamlines the transaction for regulators, preserves cash, aligns incentives through equity ownership, and delivers full ownership of a bank expected to be accretive and strategically transformative. Craig Ridenhour, President of AtlasClear, added that the direct SPA cleans up the original pre-de-SPAC agreement and provides a clear path to 100% ownership while maintaining the bank's culture and regulatory standards.
Completion of the acquisition remains subject to customary closing conditions, including regulatory approvals from the Federal Reserve Board and the Wyoming Division of Banking, as well as the effectiveness of a resale registration statement for the shares to be issued. Additional details will be included in the company's Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission. AtlasClear's subsidiary, Wilson-Davis & Co., Inc., is a full-service correspondent broker-dealer registered with the SEC and FINRA. The pending acquisition of Commercial Bancorp is a key component of AtlasClear's plan to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information, visit www.atlasclear.com. Follow AtlasClear on X or LinkedIn. Subscribe to the company's YouTube channel for the "Clearing the View by AtlasClear" video series.
Forward-looking statements in this communication involve risks and uncertainties, including the ability to close the acquisition and obtain regulatory approvals, and actual results may differ materially. For further details, refer to AtlasClear's filings with the SEC, including its Form 10-Q for the quarter ended September 30, 2025, and its Annual Report on Form 10-K filed September 29, 2025. The company undertakes no obligation to update forward-looking statements except as required by law.
