AtlasClear Holdings Advances Acquisition Strategy with Regulatory Filings for Commercial Bancorp

AtlasClear Holdings, Inc. has submitted regulatory applications seeking approval to acquire Commercial Bancorp, a Bank Holding Company and the parent company of Farmers State Bank. The applications were filed with the Federal Reserve Board and the Wyoming Division of Banking, representing the next 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 agreement, approximately 73% of the total consideration is structured in shares of AtlasClear common stock, with the remainder payable in cash, subject to customary adjustments.

This regulatory filing represents a significant milestone in AtlasClear's strategy to build a fully integrated financial services platform. Farmers State Bank brings a stable, profitable, and well-capitalized banking franchise that will complement the company's existing clearing infrastructure at Wilson-Davis & Co. The combination is expected to enhance capabilities in deposits, payments, and lending while creating long-term value for shareholders through scale, diversified revenue streams, and operational synergies. Craig Ridenhour, President of AtlasClear, emphasized that submitting these applications advances the company's strategy to deliver a comprehensive financial services solution.

The transaction structure has been carefully designed to satisfy regulatory requirements from both the Federal Reserve Board and the Wyoming Division of Banking. Sandip Patel, General Counsel and CFO of AtlasClear, noted that the company has worked diligently to ensure thorough and complete applications, expressing confidence in advancing through the regulatory review process. Upon closing, the addition of Farmers State Bank's regulated banking capabilities will directly support AtlasClear's vision of delivering a fully integrated clearing and banking platform to clients. 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.

Completion of the acquisition remains subject to customary closing conditions, including receipt of required regulatory approvals and the effectiveness of a resale registration statement covering the shares to be issued. 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, available on the company's YouTube channel at https://www.youtube.com/watch?v=V4VBp2Pl9xo. The acquisition supports AtlasClear's long-term strategy of building an integrated clearing, banking, and financial services platform that modernizes trading, clearing, settlement, and banking for emerging financial institutions and fintechs.