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, well-capitalized Federal Reserve member bank and simplifies what the company describes as a legacy pre-de-SPAC structure.
Under the terms of the agreement, AtlasClear will acquire Commercial Bancorp for consideration structured to 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 equity-heavy structure is designed to align seller incentives with AtlasClear's long-term growth strategy while preserving cash for the acquiring company.
The acquisition represents a strategic move for AtlasClear as it seeks to build what it describes as "a modern, regulated financial services platform." According to company executives, the transaction will provide access to regulated banking infrastructure, including deposit capabilities, payment rails, and lending functionality. This supports the company's broader strategy to develop an integrated clearing, banking, and financial infrastructure platform that can serve emerging financial institutions and fintech companies.
John Schaible, Executive Chairman of AtlasClear, stated that the updated structure reflects where the company stands today as a public entity. "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," Schaible explained.
Craig Ridenhour, President of AtlasClear, emphasized the regulatory considerations behind the revised approach. "As we move forward with our regulatory filings, we believed it was important to modernize the transaction structure," Ridenhour said. "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."
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.
The transaction highlights the ongoing convergence between traditional banking and financial technology, with fintech companies increasingly seeking regulated banking charters to expand their service offerings. For more information about AtlasClear's platform strategy, visit https://www.atlasclear.com. The company also maintains a presence on social media platforms including https://t.co/lc5WpP0E8Y where it announced the transaction.
