AtlasClear Holdings to Acquire Commercial Bancorp in Revised Equity-Based Transaction

AtlasClear Holdings, Inc. has entered into a definitive Share Purchase Agreement to acquire all outstanding shares of Commercial Bancorp, the parent company of Farmers State Bank, a profitable Federal Reserve member bank. The transaction replaces a previous merger agreement and provides AtlasClear with 100% ownership of the bank through a predominantly equity-based consideration structure. Under the terms detailed in the agreement, sellers will receive approximately 73% of the total sale consideration in shares of AtlasClear common stock, with the remainder payable in cash subject to customary adjustments. This equity-heavy approach aligns seller incentives with AtlasClear's long-term growth strategy while preserving company cash reserves.

Executive Chairman John Schaible stated that the updated structure reflects AtlasClear's current position as a public company, streamlining the transaction for regulators and delivering full ownership of a bank expected to be accretive and strategically transformative. President Craig Ridenhour emphasized that the direct share purchase agreement modernizes the original pre-de-SPAC agreement, providing a clear path to complete ownership while maintaining the bank's established culture and regulatory standards. The acquisition represents a significant step in AtlasClear's strategy to build an integrated clearing, banking, and financial infrastructure platform, providing access to regulated banking infrastructure including deposit capabilities, payment rails, and lending functionality.

Completion of the acquisition remains subject to customary closing conditions, including required regulatory approvals from the Federal Reserve Board and the Wyoming Division of Banking, as well as effectiveness of a resale registration statement covering the shares to be issued. Additional transaction 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 transaction structure demonstrates how financial technology companies are increasingly seeking banking charters to expand service offerings, with the equity-based consideration reflecting confidence in AtlasClear's future growth prospects. For more information about the company, visit https://www.atlasclear.com.