AtlasClear to acquire Commercial Bancorp (Farmers State Bank) in mostly equity deal

AtlasClear Holdings, Inc.

Acquires 100% of Commercial Bancorp, parent of profitable Federal Reserve member bank Farmers State Bank.
Consideration ~73% AtlasClear common stock and ~27% cash; replaces prior expired merger agreement.
Sellers can elect among three payout options: cash/stock mix, all cash, or all stock based on adjusted book value.
$100,000 earnest money deposit; closing subject to Federal Reserve, Wyoming Division of Banking approvals.
Expected to add deposit, payment, and lending capabilities to AtlasClear's fintech platform.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AtlasClear Holdings, Inc. entered into Purchase Agreement with Commercial Bancorp (effective 2026-02-05).

Action: entry
Agreement: equity purchase
Counterparty: Commercial Bancorp
Effective: 2026-02-05

Exact text from the filing

On February 5, 2026, AtlasClear Holdings, Inc. (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with Commercial Bancorp, a Wyoming corporation (“Commercial Bancorp”), and each of the shareholders of Commercial Bancorp (collectively, the “Sellers”).

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308 material agreements filed in the last 30 days. Browse all material agreements →

AtlasClear Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-005893

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