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AtlasClear announced that it has submitted regulatory applications seeking approval to acquire Commercial Bancorp, a bank holding company and the parent company of Farmers State Bank. The applications were filed with the Federal Reserve Board and the Wyoming Division of Banking, and represent the next step in the transaction process following the company's February announcement of a definitive share purchase agreement to acquire 100% of the outstanding shares of Commercial Bancorp. Under the terms of the SPA, approximately 73% of the total consideration is structured in shares of AtlasClear common stock, with the remainder payable in cash, subject to customary adjustments. Upon closing, Commercial Bancorp, and as a result, Farmers State Bank, will be wholly owned by AtlasClear, adding regulated deposit, payment, and lending capabilities to the company's existing clearing and financial infrastructure platform operated through its subsidiary, Wilson-Davis & Co., Inc. The company expects the acquisition to support its long-term strategy of building an integrated clearing, banking, and financial services 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.

Reports Q2 revenue $5.1M vs. $2.7M last year. "This quarter represents a clear turning point for the Company," said John Schaible, Executive Chairman, AtlasClear Holdings. "We exited the year with positive stockholders' equity and substantially strengthened liquidity. Importantly, the nearly $60 million improvement in stockholders' equity since fiscal year-end 2024 reflects the disciplined capital actions and operating progress made over the past twelve months. AtlasClear is now operating from a position of strength as we continue to scale initiatives already underway and further establish our role as a modern financial infrastructure provider."

AtlasClear Holdings entered into a definitive Share Purchase Agreement, 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. 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. 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.