AtlasClear Holdings, Inc. (NYSE American: ATCH), a financial technology holding company, announced on February 10, 2026, that it has signed a definitive Share Purchase Agreement (SPA) to acquire all outstanding shares of Commercial Bancorp, the parent company of Farmers State Bank. The SPA replaces a previous merger agreement and is designed to streamline the transaction for regulatory approval while preserving cash.
Under the terms, AtlasClear will pay approximately 73% of the total consideration in its common stock, with the remainder in cash. This equity-heavy structure aligns seller incentives with the company's long-term growth. The acquisition is expected to provide AtlasClear with a regulated banking infrastructure, including deposit capabilities, payment rails, and lending functionality, supporting its strategy to build an integrated clearing, banking, and financial infrastructure platform.
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." 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."
Completion of the acquisition remains subject to regulatory approvals from the Federal Reserve Board and the Wyoming Division of Banking, as well as the effectiveness of a resale registration statement. Additional details will be filed in a Current Report on Form 8-K with the SEC. The deal is expected to be accretive and strategically transformative for AtlasClear, which aims to modernize trading, clearing, settlement, and banking for emerging financial institutions and fintechs through its subsidiary Wilson-Davis & Co. For more information, visit www.atlasclear.com.
