Business Context and Reporting Period
Company: AtlasClear Holdings, Inc. (NYSE American: ATCH)
Filing Type: Form 8-K (Current Report)
Report Date: February 5, 2026 (Event Date); Signed February 10, 2026
Context: The Company entered into a definitive Share Purchase Agreement to acquire Commercial Bancorp, a Wyoming corporation that owns Farmers State Bank. This agreement replaces a prior merger agreement that had expired.
Key Financial Metrics and Transaction Terms
Transaction Consideration: A combination of cash and AtlasClear common stock. The total value is variable based on seller elections and specific financial metrics of Commercial Bancorp at closing.
- Valuation Basis: Based on Adjusted Book Value (ABV) of Commercial Bancorp's operational equity, value of the Bank's physical premises, and Net Operating Loss (NOL) tax benefits.
- Seller Election Options:
- Option 1: 3x ABV + Premises + NOL Benefit (1/3 Cash, 2/3 Stock).
- Option 2: 2x ABV + Premises + NOL Benefit (100% Cash).
- Option 3: 3x ABV + Premises + NOL Benefit (100% Stock).
- Stock Valuation: Sellers may elect valuation based on the closing price on the execution date ($0.23) or the business day immediately preceding the Closing.
- Earnest Money: $100,000 deposit required within two business days of execution.
Financial Statements: This filing does not contain revenue, profit, cash flow, or margin data for AtlasClear Holdings or Commercial Bancorp.
Material Changes and Conditions
Material Change: The Company has shifted from an expired merger agreement to a definitive share purchase agreement to acquire Commercial Bancorp and its subsidiary, Farmers State Bank.
Conditions Precedent to Closing:
- Receipt of all required regulatory approvals (including Federal Reserve Board and Wyoming Division of Banking).
- Effectiveness of a resale registration statement filed with the SEC.
- Receipt of specified third-party consents.
- No injunctions or laws making the transaction illegal.
Outlook, Risks, and Contingencies
Management Commentary: The Company has agreed to use reasonable best efforts to consummate the acquisition and obtain regulatory approvals. Commercial Bancorp is restricted from soliciting alternate transactions.
Risks and Contingencies:
- Termination Rights: The agreement may be terminated if regulatory approval is denied, the transaction is not consummated within two years (subject to extension), or if a material breach is not cured within 30 days.
- Regulatory Risk: Closing is contingent on approvals from federal and state banking regulators.
- Dilution Risk: Issuance of new shares depends on seller elections and the final valuation of Commercial Bancorp.
Investor Verification Checklist
- Verify the final Adjusted Book Value (ABV) of Commercial Bancorp at closing to determine total consideration.
- Monitor the status of regulatory approvals from the Federal Reserve Board and Wyoming Division of Banking.
- Review the resale registration statement once filed to confirm the number of shares to be issued.
- Confirm the final election mix (cash vs. stock) by Commercial Bancorp shareholders.
- Assess the impact of the $100,000 earnest money deposit on current liquidity.