AtlasClear To Buy Commercial Bancorp, Parent Company Of Farmers State Bank In Mostly Stock Deal, Financial Terms Remain Undisclosed

AtlasClear Holdings, Inc. (NYSE:ATCH) ("AtlasClear" or the "Company"), a financial technology holding company focused on building a modern, regulated financial services platform, today announced that it has entered into a definitive Share Purchase Agreement ("SPA"), replacing the previous merger agreement, to acquire all of the outstanding shares of Commercial Bancorp, a Wyoming corporation and the parent company of Farmers State Bank, a profitable, well-capitalized Federal Reserve member bank.

Under the terms of the SPA, AtlasClear will acquire 100% of the outstanding shares of Commercial Bancorp for consideration structured to be predominantly equity-based. The sellers have agreed to accept approximately 73% of the total sale consideration in shares of AtlasClear common stock, underscoring strong alignment with the Company's long-term growth strategy, with the remainder payable in cash, subject to customary adjustments. Upon closing, Farmers State Bank will be fully consolidated and wholly owned by AtlasClear.

"This updated structure reflects where AtlasClear is today as a public company," said John Schaible, Executive Chairman of AtlasClear. "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."

Craig Ridenhour, President of AtlasClear, added, "As we move forward with our regulatory filings, we believed it was important to modernize the transaction structure. 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."

The acquisition is expected to provide AtlasClear with access to a regulated banking infrastructure, including deposit capabilities, payment rails, and lending functionality, supporting the Company's long-term strategy to build an integrated clearing, banking, and financial infrastructure platform.