AtlasClear Holdings, Inc. (NYSE American: ATCH), a financial technology holding company, announced on February 10, 2026, that it has signed a definitive Share Purchase Agreement (SPA) to acquire all outstanding shares of Commercial Bancorp, the parent company of Farmers State Bank. This new agreement replaces a previous merger agreement and streamlines the transaction structure.
Under the SPA, AtlasClear will acquire 100% of Commercial Bancorp's shares for consideration that is predominantly equity-based. Sellers have agreed to accept approximately 73% of the total consideration in AtlasClear common stock, with the remainder in cash, subject to customary adjustments. This equity alignment underscores the sellers' confidence in AtlasClear's long-term growth strategy. Upon closing, Farmers State Bank will become a wholly owned subsidiary of AtlasClear.
John Schaible, Executive Chairman of AtlasClear, stated, "This updated structure reflects where AtlasClear is today as a public company. The share purchase agreement streamlines the transaction for regulators, preserves cash, aligns incentives through equity ownership, and delivers full ownership of a profitable Federal Reserve member bank that we expect to be accretive and strategically transformative for AtlasClear."
Craig Ridenhour, President of AtlasClear, added, "As we move forward with our regulatory filings, we believed it was important to modernize the transaction structure. The direct SPA cleans up the original pre-de-SPAC agreement, aligns all interests, and provides a clear path to 100% ownership. We believe this approach best positions the bank for long-term stability while maintaining the culture, discipline, and regulatory standards that have defined its success."
The acquisition is expected to provide AtlasClear with access to a regulated banking infrastructure, including deposit capabilities, payment rails, and lending functionality. This supports the Company's long-term strategy to build an integrated clearing, banking, and financial infrastructure platform. 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 covering the shares to be issued.
AtlasClear Holdings is building a technology-enabled financial services platform designed to modernize trading, clearing, settlement, and banking for emerging financial institutions and fintechs. Through its subsidiary Wilson-Davis & Co., Inc., a registered broker-dealer, and this pending acquisition, AtlasClear seeks to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. More information is available at www.atlasclear.com.
For additional details, the Company will file a Current Report on Form 8-K with the SEC. Forward-looking statements in this announcement involve risks and uncertainties, including the ability to close the acquisition, obtain regulatory approvals, and achieve anticipated growth. These are detailed in AtlasClear's SEC filings, including its Form 10-Q for the quarter ended September 30, 2025, and its Annual Report on Form 10-K filed September 29, 2025.
