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 SPA replaces a previous merger agreement and is designed to streamline the transaction structure for regulatory approval while 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 consideration in shares of AtlasClear common stock, with the remainder payable in cash, subject to customary adjustments. This structure underscores strong alignment with the Company's long-term growth strategy, as noted by John Schaible, Executive Chairman of AtlasClear, who stated that the agreement "streamlines the transaction for regulators, preserves cash, aligns incentives through equity ownership, and delivers full ownership of a profitable Federal Reserve member bank."
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 strategy to build an integrated clearing, banking, and financial infrastructure platform. Craig Ridenhour, President of AtlasClear, emphasized that the direct SPA "cleans up the original pre-de-SPAC agreement, aligns all interests, and provides a clear path to 100% ownership."
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. The transaction is expected to be accretive and strategically transformative for AtlasClear, positioning the bank for long-term stability while maintaining its culture and regulatory standards.
AtlasClear, through its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent broker-dealer, and the pending acquisition of Commercial Bancorp, aims to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information, visit www.atlasclear.com.
