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. The transaction replaces a previous merger agreement and shifts to a direct acquisition structure that is expected to simplify regulatory approval and align incentives through equity-based consideration.
Under the SPA, AtlasClear will pay approximately 73% of the total consideration in AtlasClear common stock, with the remainder in cash. The sellers’ acceptance of predominantly equity consideration underscores their alignment with the Company’s long-term growth strategy. Upon closing, Farmers State Bank will become a wholly owned subsidiary of AtlasClear, providing the fintech holding company with a regulated banking infrastructure that includes deposit capabilities, payment rails, and lending functionality.
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 support AtlasClear’s long-term strategy to build an integrated clearing, banking, and financial infrastructure platform. The Company, through its subsidiary Wilson-Davis & Co., Inc., already operates as a full-service correspondent broker-dealer registered with the SEC and FINRA. The addition of Farmers State Bank, a profitable and well-capitalized Federal Reserve member bank, will enable AtlasClear to offer a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions.
Completion of the acquisition 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. Additional details will be included in the Company’s Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.
AtlasClear is building a cutting-edge, technology-enabled financial services platform designed to modernize trading, clearing, settlement, and banking for emerging financial institutions and fintechs. For more information, follow the Company on LinkedIn or X and visit www.atlasclear.com.
