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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): February 5, 2026
AtlasClear
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41956 |
|
92-2303797 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2203 Lois Ave., Ste. 814
Tampa,
FL |
|
33607 |
| (Address of principal executive offices) |
|
(Zip Code) |
(727)
446-6660
(Registrant’s telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
ATCH |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Definitive Material Agreement.
Commercial
Bancorp Share Purchase Agreement
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”). The Purchase Agreement provides for the Company to acquire (the “Acquisition”)
from the Sellers all of the outstanding shares (the “Shares”) of common stock of Commercial Bancorp, which is the owner of
all of the outstanding stock of Farmers State Bank, a Wyoming state-chartered member bank (the “Bank”), subject to the terms
and conditions set forth in the Purchase Agreement. As previously disclosed, the Company had previously entered into an agreement and
plan of merger, as amended, to acquire Commercial Bancorp, which agreement has expired in accordance with its terms.
Pursuant
to the terms of the Purchase Agreement, the Company has agreed to purchase the Shares from the Sellers for consideration consisting of
a combination of cash and shares of the Company’s common stock (“Common Stock”), with the total amount of consideration
to be determined based on (i) each Seller’s election to receive cash, shares of Common Stock, or a combination thereof, (ii) the
adjusted book value of the operational potion of the equity capital of Commercial Bancorp as of the closing of the Acquisition (the “Closing”),
determined in accordance with the provisions of the Purchase Agreement (the “ABV”), (iii) the value of the existing building
and land comprising the physical location of the Bank (the “Premises”), and (iv) Commercial Bancorp’s net operating
loss as reflected on its most recent tax return prior to the Closing, multiplied by the maximum corporate federal income tax rate in
effect as of the date of the Closing (the “NOL Tax Benefit”). Each Seller may elect (the “Election”) to receive
an amount equal to any of the following three options: (i) three times such Seller’s pro rata portion of the ABV, plus such Seller’s
pro rata portion of the value of the Premises and the NOL Tax Benefit, payable one-third in cash and two-thirds in shares of Common Stock;
(ii) two times such Seller’s pro rata portion of the ABV, plus such Seller’s pro rata portion of the value of the Premises
and the NOL Tax Benefit, payable entirely in cash; or (iii) three times such Seller’s pro rata portion of the ABV, plus such Seller’s
pro rata portion of the value of the Premises and the NOL Tax Benefit, payable entirely in shares of Common Stock. The Company has agreed
to make an earnest money deposit payment in the amount of $100,000 to Commercial Bancorp within two business days of the execution of
the Purchase Agreement, which deposit will be applied to the cash portion of the consideration payable at the Closing or, if the Closing
does not occur under certain circumstances, retained by Commercial Bancorp.
The
shares of Common Stock to be issued pursuant to the Purchase Agreement will be valued based on either the closing price of the Common
Stock on the date of execution of the Purchase Agreement ($0.23), or on the business day immediately preceding the date of the Closing,
at each Seller’s option. The Company has agreed to file with the Securities Exchange Commission (the “SEC”), by the
later of 90 days following the date of the Purchase Agreement and ten business days following the deadline for each Seller to make an
Election, a resale registration statement with respect to the shares of Common Stock issuable pursuant to the Purchase Agreement (the
“Resale Registration Statement”).
The
obligations of each of the Sellers and the Company under the Purchase Agreement are subject to specified conditions, including, among
other matters: (i) the receipt of all required regulatory approvals, (ii) the Resale Registration Statement having been declared effective
by the SEC, such that all shares of Common Stock to be issued pursuant to the Purchase Agreement shall be registered for resale and freely
tradeable, (iii) the receipt of certain specified third-party consents, and (iv) the absence of any injunctions being entered into or
law being adopted that would make the Transaction illegal.
The
Purchase Agreement contains customary representations and warranties of Commercial Bancorp and the Bank, the Sellers and the Company.
It also contains customary covenants, including (i) covenants providing for each of the parties to use reasonable best efforts to cause
the Acquisition to be consummated and to receive all required regulatory approvals, including from the Federal Reserve Board and the
Wyoming Division of Banking, (ii) covenants providing for Commercial Bancorp and the Bank to carry on their respective businesses in
the ordinary course of business, and to refrain from taking certain actions, during the period between the execution of the Purchase
Agreement and the Closing, and (ii) granting the Company observation rights with respect to meetings of the boards of directors of Commercial
Bancorp and the Bank during the between the execution of the Purchase Agreement and the Closing. Commercial Bancorp, the Bank and the
Sellers have also agreed not to initiate, solicit, encourage or otherwise facilitate the making of any proposal or offer relating to
alternate transactions or, engage in any discussions or negotiations with respect to alternate transactions.
The
Purchase Agreement contains termination rights for each of the Sellers and the Company, including, without limitation, in the event that
(i) any governmental entity issues a non-appealable final order denying approval of the Acquisition; (ii) the Transaction is not consummated
within two years of the execution of the Purchase, subject to extension under certain circumstances; or (iii) the other party breaches
its representations, warranties or covenants under the Purchase Agreement which would give rise to the failure of a closing condition
and such breach is not cured with 30-days of receipt of written notice of such breach.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended
to provide any other factual information about the Company, the Sellers, Commercial Bancorp, the Bank or any of their respective subsidiaries
or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made by the parties thereto only
for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; may be
subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and may
be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors
are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Sellers, Commercial Bancorp,
the Bank or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions
and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject
matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in the Company’s public disclosures.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the shares of Common Stock to be issued pursuant
to the terms of the Purchase Agreement is incorporated herein by reference. The shares of Common Stoc to be issued pursuant to the Purchase
Agreements have been offered and sold pursuant to exemptions from the registration requirements of the Securities Act afforded by Section
4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.
Item
8.01 Other Events.
On
February 10, 2026, the Company issued a press release announcing, among other things, the transactions described above. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description
of Exhibit |
| 2.1* |
| Share Purchase Agreement, dated as of February 5, 2026, by and among AtlasClear Holdings, Inc., Commercial Bancorp and the shareholders of Commercial Bancorp. |
| 99.1 |
|
Press release dated February 10, 2026. |
| 104 |
|
Cover
page interactive data file (embedded within the Inline XBRL document). |
*
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the
omitted schedules upon request by the SEC.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ATLASCLEAR
HOLDINGS, INC. |
| |
|
|
| Date:
February 10, 2026 |
|
/s/
John Schaible |
| |
Name: |
John
Schaible |
| |
Title: |
Executive
Chairman |
Exhibit 99.1
AtlasClear
Holdings Enters into New Share Purchase Agreement to Acquire Commercial Bancorp, Parent of Farmers State Bank
Transaction
Provides 100% Ownership of a Profitable Federal Reserve Member Bank and Simplifies Legacy Pre-DeSPAC Structure
TAMPA,
Fla., February 10, 2026 — AtlasClear Holdings, Inc. (NYSE American: 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.
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.
About
AtlasClear Holdings, Inc.
AtlasClear
Holdings, Inc. (NYSE American: ATCH) is building a cutting-edge, technology-enabled financial services platform designed to modernize
trading, clearing, settlement, and banking for emerging financial institutions and fintechs. Through its subsidiary Wilson-Davis &
Co., Inc., a full-service correspondent broker-dealer registered with the SEC and FINRA, and its pending acquisition of Commercial Bancorp
of Wyoming, AtlasClear seeks to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial
banking solutions. For more information, follow us on LinkedIn or X and visit www.atlasclear.com.
To
stay up to date on AtlasClear’s platform strategy and market perspective, subscribe to the Company’s YouTube channel
and watch the Clearing the View by AtlasClear video series.
Forward-Looking
Statements
This
communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended,
that reflect AtlasClear Holdings’ current views with respect to, among other things, its future operations and financial performance.
Forward-looking statements in this communication may be identified by the use of words such as “anticipate,” “assume,”
“believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,”
“future,” “intend,” “may,” “outlook,” “plan,” “potential,” “proposed,”
“predict,” “project,” “seek,” “should,” “target,” “trends,” “will,”
“would” and similar terms and phrases. Forward-looking statements contained in this communication include, but are not limited
to, statements as to (i) the closing of the Company’s planned acquisition of Commercial Bancorp, including the ability to obtain
required regulatory approvals, (ii) the Company’s expectations regarding planned future growth and financial results, (iii) AtlasClear
Holdings’ expectations regarding future financings, (iv) AtlasClear Holdings’ expectations as to future operational results,
(v) AtlasClear Holdings’ anticipated growth strategy, including its planned acquisition of Commercial Bancorp of Wyoming, and (vi)
the financial technology of AtlasClear Holdings. Forward-looking statements are based on current expectations and assumptions that are
subject to risks and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially from those
anticipated. For additional details regarding risks and uncertainties, please refer to AtlasClear Holdings’ filings with the SEC,
including its Form 10-Q for the quarter ended September 30, 2025, and its Annual Report on Form 10-K filed September 29, 2025. AtlasClear
Holdings undertakes no obligation to update or revise forward-looking statements, except as required by law.
Company
Contact:
AtlasClear Holdings, Inc.
Email: AtlasClearIR@atlasclear.com
Investor
Relations Contact:
Jeff Ramson, CEO
PCG Advisory, Inc.
Email: jramson@pcgadvisory.com
