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, replacing a previous merger agreement. The transaction provides AtlasClear with 100% ownership of a profitable Federal Reserve member bank and simplifies what the company describes as a legacy pre-de-SPAC structure.
Under the new agreement, consideration for the acquisition will be predominantly equity-based, with sellers agreeing to accept approximately 73% of the total sale consideration in shares of AtlasClear common stock. The remainder will be payable in cash, subject to customary adjustments. This structure is designed to preserve cash and align seller incentives with AtlasClear's long-term growth strategy through equity ownership.
John Schaible, Executive Chairman of AtlasClear, stated that the 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 is expected to be accretive and strategically transformative for AtlasClear.
Craig Ridenhour, President of AtlasClear, emphasized the importance of modernizing the transaction structure as the company moves forward with regulatory filings. The direct SPA cleans up the original pre-de-SPAC agreement, aligns all interests, and provides a clear path to 100% ownership. This approach is believed to best position the bank for long-term stability while maintaining the culture, discipline, and regulatory standards that have defined its success.
The acquisition is expected to provide AtlasClear with access to regulated banking infrastructure, including deposit capabilities, payment rails, and lending functionality. This supports the company's long-term strategy to build an integrated clearing, banking, and financial infrastructure platform. 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 regarding the transaction will be included in the Company's Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission. For more information about AtlasClear's platform strategy, visit https://www.atlasclear.com.
