AtlasClear Holdings, Inc. (NYSE American: ATCH), a financial technology holding company, announced today that it has entered into a definitive Share Purchase Agreement (SPA) to acquire all outstanding shares of Commercial Bancorp, a Wyoming corporation and parent company of Farmers State Bank, a profitable and well-capitalized Federal Reserve member bank. The agreement replaces a previous merger agreement and is expected to provide AtlasClear with a regulated banking infrastructure, including deposit capabilities, payment rails, and lending functionality.
Under the SPA, AtlasClear will acquire 100% of Commercial Bancorp's outstanding 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. The equity component underscores alignment with the Company's long-term growth strategy, as noted by John Schaible, Executive Chairman of AtlasClear: "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, emphasized the strategic shift: "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 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. 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. The company also highlighted its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent broker-dealer, as part of its vertically integrated suite of services. For more information, visit www.atlasclear.com.
