AtlasClear Holdings Files Regulatory Applications to Acquire Commercial Bancorp, Parent of Farmers State Bank

Filing Marks a Key Milestone in AtlasClear’s Strategy to Build a Vertically Integrated Financial Services Platform

TAMPA, Fla., April 13, 2026 (GLOBE NEWSWIRE) — AtlasClear Holdings, Inc. (NYSE American: ATCH) (“AtlasClear” or the “Company”), a technology-enabled financial services holding company, today 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, a profitable, well-capitalized Federal Reserve member 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 2026 announcement of a definitive Share Purchase Agreement (“SPA”) 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.

“Submitting these regulatory applications is a significant step forward in executing our strategy to build a fully integrated financial services platform,” said Craig Ridenhour, President of AtlasClear. “Farmers State Bank brings a stable, profitable, and well-capitalized banking franchise that will complement our existing clearing infrastructure at Wilson-Davis & Co. 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 CFO of AtlasClear, added, “Our filings reflect a transaction structure carefully designed to satisfy the requirements of both the Federal Reserve Board and the Wyoming Division of Banking. 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. 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.”

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.

Additional details regarding the regulatory filings will be included in the Company’s Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.

AtlasClear discusses the regulatory filing process and its broader platform strategy in a new episode of Clearing the View, the Company’s investor video series, now available on the Company’s YouTube channel at https://www.youtube.com/watch?v=V4VBp2Pl9xo

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

A video accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/c00c8da4-a996-44f6-aed1-150b39c30e1e