AtlasClear Files to Buy Farmers State Bank Parent Commercial Bancorp

AtlasClear Holdings plans to acquire Wyoming-based Commercial Bancorp, the parent company of Farmers State Bank, as part of its strategy to build a vertically integrated financial services platform.

AtlasClear, which is a technology-enabled financial services holding company, submitted regulatory applications with the Federal Reserve Board and the Wyoming Division of Banking, seeking approval for the acquisition, it said in a Monday (April 13) press release.

The acquisition remains subject to the receipt of regulatory approvals and other customary closing conditions, according to the release.

AtlasClear President Craig Ridenhour said in the release that the submission of the applications is a significant step in the company’s strategy to build “a fully integrated financial services platform.”

“Farmers State Bank brings a stable, profitable and well-capitalized banking franchise that will complement our existing clearing infrastructure at Wilson-Davis & Co.,” Ridenhour said. “We believe this combination will enhance our capabilities in deposits, payments and lending, while creating long-term value for shareholders through scale, diversified revenue streams, and operational synergies.”

Sandip Patel, general counsel and chief financial officer of AtlasClear, said in the release that the transaction structure reflected in the filings is designed to satisfy the requirements of the regulators to which they were submitted.

“We have worked diligently to ensure our applications are thorough and complete, and we are confident in our ability to advance through the regulatory review process,” Patel said. “Upon closing, the addition of Farmers State Bank’s regulated banking capabilities will directly support our vision of delivering a fully integrated clearing and banking platform to our clients.”

AtlasClear announced in February that it entered into a new share purchase agreement to acquire Commercial Bancorp that replaced a previous merger agreement. The company said that under the terms of the agreement, it will acquire 100% of the outstanding shares of Commercial Bancorp for consideration structured to be predominantly equity-based.

John Schaible, executive chairman of AtlasClear, said at the time in a press release: “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.”