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. This agreement replaces a previous merger agreement and is designed to streamline the transaction for regulators while preserving cash and aligning incentives through equity ownership.
Under the terms of 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 sale consideration in shares of AtlasClear common stock, with the remainder payable in cash, subject to customary adjustments. 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 covering the shares to be issued in the transaction.
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. For more information, visit AtlasClear's website.
