AtlasClear Holdings, Inc. (NYSE American: ATCH) 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. This transaction replaces a previous merger agreement and provides AtlasClear with 100% ownership of a profitable, well-capitalized Federal Reserve member bank.
Under the terms of the SPA, the consideration is predominantly equity-based, with sellers accepting approximately 73% of the total sale consideration in shares of AtlasClear common stock. The remainder will be paid in cash, subject to customary adjustments. This structure is designed to align incentives and support the company's long-term growth strategy. Upon closing, Farmers State Bank will be fully consolidated and wholly owned by 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 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 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.
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 full-service correspondent broker-dealer registered with the SEC and FINRA, and the pending acquisition, AtlasClear aims to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information, visit www.atlasclear.com.
Additional details regarding the transaction will be included in the Company's Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.
