AtlasClear Holdings, Inc. (NYSE American: ATCH), a technology-enabled financial services holding company, announced today that it has submitted regulatory applications seeking approval to acquire Commercial Bancorp, the parent company of Farmers State Bank, a profitable and well-capitalized Federal Reserve member bank. The applications were filed with the Federal Reserve Board and the Wyoming Division of Banking, marking a significant step following the company's February 2026 announcement of a definitive Share Purchase Agreement to acquire 100% of Commercial Bancorp's outstanding shares. Under the terms of the agreement, approximately 73% of the total consideration will be paid in AtlasClear common stock, with the remainder in cash, subject to customary adjustments.
The acquisition is central to AtlasClear's strategy of building a fully integrated financial services platform. Craig Ridenhour, President of AtlasClear, emphasized the importance of the move: "Submitting these regulatory applications is a significant step forward in executing our strategy to build a fully integrated financial services platform. Farmers State Bank brings a stable, profitable, and well-capitalized banking franchise that will complement our existing clearing infrastructure at Wilson-Davis & Co. We believe this combination will enhance our capabilities in deposits, payments, and lending, while creating long-term value for shareholders through scale, diversified revenue streams, and operational synergies."
Sandip Patel, General Counsel and CFO of AtlasClear, highlighted the thoroughness of the regulatory process: "Our filings reflect a transaction structure carefully designed to satisfy the requirements of both the Federal Reserve Board and the Wyoming Division of Banking. We have worked diligently to ensure our applications are thorough and complete, and we are confident in our ability to advance through the regulatory review process. Upon closing, the addition of Farmers State Bank's regulated banking capabilities will directly support our vision of delivering a fully integrated clearing and banking platform to our clients."
Upon closing, Commercial Bancorp and Farmers State Bank will become wholly owned by AtlasClear, adding regulated deposit, payment, and lending capabilities to the company's existing clearing and financial infrastructure platform operated through its subsidiary, Wilson-Davis & Co., Inc. The company expects the acquisition to support its long-term strategy of building an integrated clearing, banking, and financial services platform. Completion remains subject to customary closing conditions, including receipt of required 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.
AtlasClear discusses the regulatory filing process and its broader platform strategy in a new episode of Clearing the View, the company's investor video series, now available on the company's YouTube channel at https://www.youtube.com/watch?v=V4VBp2Pl9xo. Additional details regarding the regulatory filings will be included in the company's Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.
