AtlasClear Holdings, Inc. 8-K

What Happened

• AtlasClear Holdings, Inc. (ATCH) announced on Feb 10, 2026 that it entered into a Share Purchase Agreement dated Feb 5, 2026 to acquire all outstanding common stock of Commercial Bancorp, which owns Farmers State Bank (a Wyoming state‑chartered member bank). The acquisition consideration will be a mix of cash and AtlasClear common stock, with final amounts based on adjusted book value, the value of the bank premises, and a tax benefit tied to Commercial Bancorp’s net operating loss.
• Sellers may elect one of three payout options for their pro rata amounts: (i) 3× adjusted book value (ABV) + premises value + NOL tax benefit, paid one‑third cash and two‑thirds stock; (ii) 2× ABV + premises value + NOL tax benefit, paid all cash; or (iii) 3× ABV + premises value + NOL tax benefit, paid all stock. AtlasClear made a $100,000 earnest money deposit and will value any stock issued based on either the $0.23 closing price on the Purchase Agreement date or the business day before closing, at each seller’s option.

Key Details

• Purchase Agreement signed Feb 5, 2026; press release filed Feb 10, 2026 (Exhibit 99.1).
• $100,000 earnest money deposit due within two business days of the agreement.
• Stock valuation reference price on agreement date: $0.23 per share; sellers may choose alternate valuation at closing.
• AtlasClear must file a resale registration statement for shares issuable under the deal within the later of 90 days after the Purchase Agreement or 10 business days after sellers’ election deadline. Closing is contingent on required regulatory approvals (including the Federal Reserve Board and Wyoming Division of Banking) and the resale registration statement being declared effective.

Why It Matters

• This is a material acquisition transaction for AtlasClear: it would add a Wyoming community bank (Farmers State Bank) to AtlasClear’s holdings and involve a mix of cash and equity consideration that could dilute existing shareholders if sellers elect stock.
• The deal is subject to regulatory approvals and the SEC registration of shares before paid‑in stock would be freely tradable, so completion is not guaranteed and timing may be months away. Investors should watch for regulatory outcomes, the effectiveness of the resale registration statement, and any updates on the sellers’ elected mix of cash vs. stock (which will affect AtlasClear’s cash needs and share count).