To the Stockholders of Green Dot Corporation:

On behalf of the board of directors of Green Dot Corporation (“Green Dot,” and the board of directors, “Green Dot Board”), we are pleased to enclose this proxy statement/prospectus relating to the proposed transactions involving Green Dot, CommerceOne Financial Corporation, an Alabama corporation (“CommerceOne”), and affiliates of Smith Ventures LLC, an Alabama limited liability company (“Smith Ventures”). We are requesting that you take certain actions as a holder of Green Dot Common Stock (as defined below, and each stockholder, a “Green Dot stockholder”).

The Green Dot Board has unanimously approved, (i) a Merger Agreement (as defined below) pursuant to which CommerceOne will acquire Green Dot and (ii) a Separation Agreement (as defined below) pursuant to which Smith Ventures will acquire Green Dot’s non-bank financial technology and related assets and operations, such that CommerceOne retains Green Dot Bank and Green Dot’s bank related assets and operations.

Pursuant to the Agreement and Plan of Merger, dated as of November 23, 2025, by and among Green Dot, CommerceOne, Compass Sub North, Inc., a Delaware corporation and a direct, wholly owned subsidiary of CommerceOne (“New CommerceOne”), Compass Sub East, Inc., a newly formed Delaware corporation and a direct, wholly-owned subsidiary of New CommerceOne (“Merger Sub One”) and Compass Sub West, Inc., a newly formed Delaware corporation and an indirect, wholly-owned subsidiary of New CommerceOne (“Merger Sub Two”) (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), Merger Sub One will merge with and into CommerceOne, and Merger Sub Two will merge with and into Green Dot (collectively, the “First Mergers”), with CommerceOne and Green Dot, respectively, as the surviving corporations and subsidiaries of New CommerceOne. Following the First Mergers and the Payments Sale (as defined below), CommerceOne will merge with and into New CommerceOne, with New CommerceOne surviving under the name “CommerceOne Financial Corporation” (the “Upstream Merger,” and together with the First Mergers, the “Mergers”).

Concurrently with the execution of the Merger Agreement, Green Dot entered into a Separation Agreement (the “Separation Agreement”) with New CommerceOne and Green Dot OpCo, LLC, a newly formed Delaware limited liability company and affiliate of Smith Ventures (“Payments Buyer”), pursuant to which, upon the terms and subject to the conditions therein, following the First Mergers, (i) Green Dot will convert into a limited liability company, (ii) Green Dot will distribute the stock of Green Dot Bank, a Utah-chartered bank and wholly owned subsidiary of Green Dot, to Compass Sub Northwest, Inc., a newly formed Delaware corporation and direct, wholly-owned subsidiary of New CommerceOne, and (iii) Payments Buyer will acquire Green Dot and its non-bank financial technology and related assets and operations (the “Payments Sale”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Mergers (the “First Effective Time”), each share of Class A common stock, par value $0.001 per share, of Green Dot (“Green Dot Class A Common Stock”) and each share of Class B common stock, par value $0.001 per share, of Green (“Green Dot Class B Common Stock” and together with the Green Dot Class A Common Stock, the “Green Dot Common Stock”), in each case, issued and outstanding immediately prior to the First Effective Time, subject to certain exceptions, will be converted into the right to receive (i) 0.2215 shares of the common stock, par value $0.01 per share, of New CommerceOne (the “New CommerceOne Common Stock”) and (ii) an amount in cash equal to $8.11, less any withholding and without interest (clauses (i) and (ii), the “Green Dot Merger Consideration”). At the First Effective Time, each share of the common stock, par value $1.00 per share of CommerceOne (“CommerceOne Common Stock”), will be converted into the right to receive one share of New CommerceOne Common Stock. As promptly as practicable after the First Effective Time, but in no event later than five (5) days thereafter, a letter of transmittal and instructions will be mailed to each holder of record of shares of Green Dot Common Stock immediately prior to the First Effective Time, together with instructions for surrendering such shares in exchange for shares of New CommerceOne Common Stock.

Following the consummation of the Mergers, it is expected that former CommerceOne stockholders, as a group, will own approximately 27.8% of the outstanding shares of New CommerceOne Common Stock, and former Green Dot stockholders, as a group, will own approximately 72.2% of the outstanding shares of New CommerceOne Common Stock.

The Green Dot Class A Common Stock is traded on the New York Stock Exchange (the “NYSE”). The closing price of Green Dot Common Stock on the NYSE on November 21, 2025, the last practicable trading day before the public announcement of the Mergers, was $11.80 per share. CommerceOne Common Stock is privately held. The value of the Green Dot Common Stock at the time of completion of the Mergers could be greater than, less than or the same as the value of Green Dot Common Stock on the date of this proxy statement/prospectus. We urge you to obtain current market quotations of Green Dot Common Stock (NYSE trading symbol “GDOT”) and New CommerceOne Common Stock, once such information is available.

The obligations of Green Dot to complete the Mergers are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. The obligations of Green Dot to complete the Payments Sale are also subject to the satisfaction or waiver of a number of conditions set forth in the Separation Agreement, a copy of which is attached as Annex B to this proxy statement/prospectus.

We expect the Green Dot Merger to be a taxable transaction for U.S. federal income tax purposes. Accordingly, subject to the discussion below under the heading “Material U.S. Federal Income Tax Consequences of the Mergers—Potential Application of Section 304 of the Code,” a U.S. holder of Green Dot Common Stock generally will recognize capital gain or loss equal to the difference, if any, between (1) the sum of the cash received by the U.S. holder in the Green Dot Merger, including any cash received in lieu of fractional shares of New CommerceOne Common Stock, and the fair market value, on the date of the closing of the Green Dot Merger, of the shares of New CommerceOne Common Stock received by such U.S. holder in the Green Dot Merger and (2) the U.S. holder’s tax basis in the Green Dot Common Stock surrendered by such U.S. holder in the Green Dot Merger. For more information, see the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 212.

The special meeting of Green Dot stockholders will be held virtually via the Internet on [    ], 2026 at [    ] a.m., Mountain Time (the “Green Dot Special Meeting”). At the Green Dot Special Meeting, in addition to other business, Green Dot will ask the Green Dot stockholders to adopt the Merger Agreement and to approve the transactions contemplated by the Separation Agreement.

The Green Dot Board unanimously recommends that the Green Dot stockholders vote “FOR” each of the proposals to be considered at the Green Dot Special Meeting.

The transactions contemplated by the Merger Agreement and the Separation Agreement will not be completed unless Green Dot stockholders both adopt the Merger Agreement and approve the transactions contemplated by the Separation Agreement.

This proxy statement/prospectus provides you with detailed information about the Merger Agreement, the Separation Agreement and the transactions contemplated thereby (including, without limitation, the Mergers and the Payments Sale). It also contains or references information about Green Dot, CommerceOne and New CommerceOne and certain related matters. You are encouraged to read this proxy statement/prospectus carefully in its entirety. In particular, you should read the section entitled “Risk Factors” beginning on page 37 for a discussion of the risks you should consider in evaluating the Merger Agreement, the Separation Agreement and the transactions contemplated thereby (including, without limitation, the Mergers and the Payments Sale) and how each will affect you. You can also obtain information about Green Dot from documents that have been filed with the Securities and Exchange Commission that are incorporated into this proxy statement/prospectus by reference.

On behalf of Green Dot, thank you for your prompt attention to this important matter.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Mergers or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the Mergers are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of any of New CommerceOne, Green Dot or CommerceOne, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This accompanying proxy statement/prospectus is dated [    ], 2026, and is first being mailed to Green Dot stockholders on or about [    ], 2026.

 

To Green Dot stockholders:

On November 23, 2025, Green Dot Corporation, a Delaware corporation (“Green Dot”), entered into an Agreement and Plan of Merger with CommerceOne Financial Corporation, an Alabama corporation (“CommerceOne”), Compass Sub North, Inc., a Delaware corporation and a direct, wholly owned subsidiary of CommerceOne (“New CommerceOne”), Compass Sub East, Inc., a Delaware corporation and a direct, wholly owned subsidiary of New CommerceOne (“Merger Sub One”), and Compass Sub West, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of New CommerceOne (“Merger Sub Two”) (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, (i) Merger Sub One will merge with and into CommerceOne, with CommerceOne surviving as a direct wholly owned subsidiary of New CommerceOne (the “CommerceOne Merger”), (ii) Merger Sub Two will merge with and into Green Dot, with Green Dot surviving as a direct, wholly owned subsidiary of Compass Sub Northwest, Inc., a Delaware corporation and direct, wholly owned subsidiary of New CommerceOne (“Merger Sub Two Holdco”) (the “Green Dot Merger,” and together with the CommerceOne Merger, the “First Mergers”); and (iii) CommerceOne, as the surviving corporation of the CommerceOne Merger, will merge with and into New CommerceOne, with New CommerceOne surviving under the name “CommerceOne Financial Corporation.” A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus. A summary of the Merger Agreement is included in the section of the accompanying proxy statement/prospectus entitled “The Merger Agreement.”

Concurrently with the execution of the Merger Agreement, Green Dot entered into a Separation Agreement with New CommerceOne and Green Dot OpCo, LLC, a Delaware limited liability company and affiliate of Smith Ventures, LLC (“Payments Buyer”) (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”), pursuant to which, following the First Mergers, (i) Green Dot will convert into a limited liability company, (ii) Green Dot will distribute the stock of Green Dot Bank to Merger Sub Two Holdco and (iii) Payments Buyer will acquire Green Dot and its non-bank financial technology and related assets and operations (collectively, the “Payments Sale”). A copy of the Separation Agreement is attached as Annex B to the accompanying proxy statement/prospectus. A summary of the Separation Agreement is included in the section of the accompanying proxy statement/prospectus entitled “The Separation Agreement.”

The Merger Agreement provides that, subject to certain exceptions, each share of Class A common stock, par value $0.001 per share, of Green Dot (“Green Dot Class A Common Stock”) and each share of Class B common stock, par value $0.001 per share, of Green (“Green Dot Class B Common Stock” and together with the Green Dot Class A Common Stock, the “Green Dot Common Stock”), in each case issued and outstanding immediately prior to the effective time of the Green Dot Merger, will, at such effective time, be converted into and will thereafter represent the right to receive (i) 0.2215 shares of common stock, par value $0.01 per share, of New CommerceOne, subject to adjustment pursuant to the Merger Agreement, and (ii) $8.11 in cash, without interest and subject to any required tax withholding (clauses (i) and (ii), collectively, the “Green Dot Merger Consideration”) (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)).

Record holders and beneficial owners of Green Dot Common Stock who do not vote in favor of Green Dot Merger Proposal (as defined below) and who otherwise comply with the requirements under Section 262 of the DGCL will have the right to seek appraisal of the “fair value” of their shares of Green Dot Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Green Dot Merger and together with interest thereon, as described in the accompanying proxy statement) in lieu of Green Dot Merger Consideration, if the Green Dot Merger is completed, as determined in accordance with Section 262 of the DGCL. To do so, a record holder or beneficial owner must comply with all requirements of the DGCL, including

Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. A copy of Section 262 of the DGCL is attached to the accompanying proxy statement/prospectus as Annex L and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262, and is incorporated in this notice by reference.

NOTICE IS HEREBY GIVEN that a special meeting of holders of Green Dot Common Stock (such holders, the “Green Dot stockholders,” and such meeting, the “Green Dot Special Meeting”) will be held virtually via the Internet on [   ], 2026 at [  ] a.m., Mountain Time at [   ]. We are pleased to notify you of, and invite you to, the Green Dot Special Meeting.

At the Green Dot Special Meeting, you will be asked to vote on the following matters:

The Green Dot Board has fixed the close of business on [   ], 2026 as the record date for the Green Dot Special Meeting. Only holders of record of Green Dot Common Stock as of the close of business on the record date for the Green Dot Special Meeting are entitled to notice of, and to vote at, the Green Dot Special Meeting or any adjournment or postponement thereof.

The Green Dot Board unanimously recommends that Green Dot stockholders vote “FOR” the Green Dot Merger Proposal, “FOR” the Green Dot Separation Proposal, “FOR” the Green Dot Compensation Proposal and “FOR” the Green Dot Adjournment Proposal.

If you have any questions or need assistance with voting, please contact Green Dot’s proxy solicitor, Innisfree M&A Incorporated, by calling toll-free at (866) 239-1763.

Your vote is important. We cannot complete the transactions contemplated by the Merger Agreement or the Separation Agreement unless Green Dot stockholders both adopt the Merger Agreement and approve the transactions contemplated by the Separation Agreement. The affirmative vote of the holders of a majority of all the votes entitled to be cast on the Merger Agreement and on the Separation Agreement by the Green Dot stockholders is required to approve the Green Dot Merger Proposal and the Green Dot Separation Proposal, respectively.

Each copy of the proxy statement/prospectus mailed to Green Dot stockholders is accompanied by a form of proxy card with instructions for voting. The accompanying proxy statement/prospectus explains the Merger Agreement and the transactions contemplated thereby and the Separation Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Green Dot Special Meeting. Please carefully review the proxy statement/prospectus, including the annexes thereto and the documents incorporated by reference therein, in its entirety.

Whether or not you plan to attend the Green Dot Special Meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

[   ], 2026

 

To the Stockholders of CommerceOne Financial Corporation:

On behalf of the board of directors of CommerceOne Financial Corporation (“CommerceOne” and such board, the “CommerceOne Board”), we are pleased to enclose the accompanying proxy statement/prospectus relating to, among other matters, the proposed Mergers (as defined below). We are requesting that you take certain actions as a holder of CommerceOne Common Stock (as defined below).

On November 23, 2025, CommerceOne, Green Dot Corporation, a Delaware corporation (“Green Dot”), Compass Sub North, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CommerceOne (“New CommerceOne”), Compass Sub East, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New CommerceOne (“Merger Sub One”), and Compass Sub West, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Merger Sub Two Holdco (as defined below) (“Merger Sub Two”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”) providing for the Mergers (as defined below). On the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub One will merge with and into CommerceOne, with CommerceOne surviving as a direct wholly-owned subsidiary of New CommerceOne (the “CommerceOne Merger”), and concurrently, Merger Sub Two will merge with and into Green Dot, with Green Dot surviving as a direct, wholly-owned subsidiary of Compass Sub Northwest, Inc., a wholly-owned subsidiary of New CommerceOne (“Merger Sub Two Holdco”) (the “Green Dot Merger,” and together with the CommerceOne Merger, the “First Mergers”); and (ii) CommerceOne, as the surviving corporation of the CommerceOne Merger, will then merge with and into New CommerceOne, with New CommerceOne surviving under the name “CommerceOne Financial Corporation” (the “Upstream Merger,” and together with the CommerceOne Merger, the “CommerceOne Mergers,” and the Upstream Merger together with the First Mergers, the “Mergers”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Mergers (the “First Effective Time”), each share of CommerceOne common stock, par value $1.00 per share (the “CommerceOne Common Stock”) issued and outstanding immediately prior to the First Effective Time, subject to certain exceptions, will be converted into the right to receive one share of common stock, par value $0.01 per share, of New CommerceOne (“New CommerceOne Common Stock”). As promptly as practicable after the First Effective Time, but in no event later than five (5) days thereafter, a letter of transmittal and instructions will be mailed to each holder of record of shares of CommerceOne Common Stock immediately prior to the First Effective Time, together with instructions for surrendering such shares in exchange for shares of New CommerceOne Common Stock.

We expect the CommerceOne Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, CommerceOne stockholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of CommerceOne Common Stock for New CommerceOne Common Stock in the Mergers.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the First Effective Time, each outstanding share of Class A common stock, par value $0.001 per share, of Green Dot (“Green Dot Class A Common Stock”), and each outstanding share of Class B common stock, par value $0.001 per share, of Green (“Green Dot Class B Common Stock” and together with the Green Dot Class A Common Stock, the “Green Dot Common Stock”) will be converted into the right to receive 0.2215 shares of New CommerceOne Common Stock (the “Exchange Ratio”) and an amount in cash equal to $8.11, subject to withholding and without interest (the “Per Share Cash Consideration”).

The Green Dot Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “GDOT.” The closing price of Green Dot Class A Common Stock on NYSE on November 21, 2025, the last trading day before the public announcement of the Mergers, was $11.80 per share. The closing price of Green Dot Class A Common Stock on the NYSE on [    ], 2026, the last practicable trading day before the printing date of this proxy statement/prospectus, was $[   ] per share. CommerceOne Common Stock is

privately held. Upon completion of the Mergers, New CommerceOne intends to list New CommerceOne Common Stock on the NYSE under the symbol “CONE.”

Based on the number of shares of CommerceOne Common Stock and Green Dot Common Stock outstanding as of [  ], 2026, New CommerceOne expects to issue approximately [  ] shares of New CommerceOne Common Stock to holders of CommerceOne Common Stock and Green Dot Common Stock in the aggregate in the Mergers. Following the consummation of the Mergers, it is expected that former CommerceOne stockholders, as a group, will own approximately 27.8% of the outstanding shares of New CommerceOne Common Stock, and former Green Dot stockholders, as a group, will own approximately 72.2% of the outstanding shares of New CommerceOne Common Stock.

On November 23, 2025, concurrently with the execution of the Merger Agreement, New CommerceOne, Green Dot and Green Dot OpCo, LLC (“Payments Buyer”) entered into the Separation Agreement (the “Separation Agreement”). Upon the terms and subject to the conditions set forth in the Separation Agreement, between the First Mergers and the Upstream Merger, (i) Green Dot will convert into a limited liability company, (ii) Green Dot will distribute the stock of Green Dot Bank, a wholly-owned subsidiary of Green Dot (“Green Dot Bank”), to Merger Sub Two Holdco and (iii) Payments Buyer will acquire Green Dot and its non-bank financial technology and related assets and operations. Upon the consummation of the transactions contemplated by the Merger Agreement and Separation Agreement, New CommerceOne will acquire Green Dot Bank and become a publicly traded bank holding company holding CommerceOne Bank and Green Dot Bank as its sole operating subsidiaries.

CommerceOne will hold a virtual special meeting of its stockholders (the “CommerceOne Special Meeting”) to consider and vote to approve:

Each of the CommerceOne Board and the board of directors of Green Dot (“Green Dot Board”) has approved the Merger Agreement and the transactions contemplated thereby, including the Mergers. Additional information about Merger Agreement and the transactions contemplated thereby, including the Mergers, is contained in the accompanying proxy statement/prospectus. In particular, see the section entitled “Risk Factors” beginning on page 37. We urge you to read the accompanying proxy statement/prospectus carefully and in its entirety.

Your vote is important. CommerceOne and Green Dot cannot complete the Mergers unless CommerceOne stockholders approve the CommerceOne Mergers Proposal. Accordingly, whether or not you plan to virtually attend the CommerceOne Special Meeting, you are requested to promptly vote your shares by proxy electronically via the Internet or by sending in the appropriate paper proxy card as instructed in these materials.

The CommerceOne Special Meeting will be held virtually on [ ], 2026 at [ ] a.m., Central Time at [ ].

The CommerceOne Board has determined that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are consistent with, and will further, the business strategies of CommerceOne and are fair and in the best interests of CommerceOne and its stockholders and recommends that CommerceOne stockholders vote: “FOR” the CommerceOne Mergers Proposal; “FOR” the New CommerceOne 2026 Equity Incentive Plan Proposal; and “FOR” the CommerceOne Adjournment Proposal.

The accompanying proxy statement/prospectus provides you with detailed information about the CommerceOne Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Mergers. Please carefully read this entire proxy statement/prospectus. In particular, you should carefully read the information under the section entitled “Risk Factors” beginning on page 37.

On behalf of CommerceOne, thank you for your prompt attention to this important matter.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Mergers or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the First Mergers are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of any of New CommerceOne, Green Dot or CommerceOne, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying proxy statement/prospectus is dated [   ], 2026, and is first being mailed to CommerceOne stockholders on or about [   ], 2026.

 

To the Stockholders of CommerceOne Financial Corporation:

We are pleased to invite you to a special meeting of stockholders of CommerceOne Financial Corporation (which we refer to as “CommerceOne” and references to “we,” “us,” and “our” for purposes of this notice refer to CommerceOne), to be held via webcast at [  ] on [  ], 2026 at [  ], Central Time, such meeting we refer to as the “CommerceOne Special Meeting,” for the following purposes:

The board of directors of CommerceOne has set [ ], 2026 as the record date for the CommerceOne Special Meeting. Only holders of record of CommerceOne common stock at the close of business on [ ], 2026 will be entitled to notice of and to vote at the CommerceOne Special Meeting and any adjournments or postponements thereof. Assuming a quorum is present, approval of the CommerceOne Mergers Proposal requires that the number of votes cast at the CommerceOne Special Meeting favoring the CommerceOne Mergers Proposal exceeds the number of votes cast opposing the CommerceOne Mergers Proposal. In addition, the terms of the Merger Agreement provide, as a condition to Closing, that approval of the CommerceOne Mergers Proposal requires the affirmative vote of a majority of the outstanding shares of CommerceOne Common Stock entitled to vote thereon. Assuming a quorum is present, approval of the New CommerceOne 2026 Equity Incentive Plan Proposal requires that the votes cast in favor of such proposal exceed the votes cast opposing such proposal. Approval of the CommerceOne Adjournment Proposal requires that the votes cast in favor of such proposal exceed the votes cast opposing such proposal. CommerceOne will transact no other business at the CommerceOne Special Meeting, except for business properly brought before the CommerceOne Special Meeting or any adjournment or postponement thereof.

CommerceOne stockholders must approve the CommerceOne Mergers Proposal for the Mergers to occur. The proxy statement/prospectus accompanying this notice provides a detailed description of the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the CommerceOne Special Meeting. A summary of the Merger Agreement is included in the proxy statement/prospectus in the sections entitled “The Merger” and “The Merger Agreement” and a copy of the Merger Agreement is attached as Annex A, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. Please review the proxy statement/prospectus and its annexes carefully and in their entirety. In addition, pursuant to Section 10A-2A-11.04(d) of the ABCL, a copy of the bylaws and certificate of incorporation of Merger Sub One are attached as Annex G and Annex F, respectively.

Holders of CommerceOne Common Stock as of the record date are entitled to appraisal rights under the ABCL. Pursuant to Section 10A-2A-13.02, a CommerceOne stockholder who does not wish to accept the CommerceOne Merger Consideration pursuant to the terms of the Merger Agreement may dissent from the Mergers and elect to receive the fair value of his or her CommerceOne shares (as determined immediately prior to the consummation of the First Mergers), excluding any appreciation or depreciation in anticipation of the Mergers unless exclusion would be inequitable, but including interest from the effective date of the merger until the date of payment. In order to exercise appraisal rights, a dissenting CommerceOne stockholder must strictly comply with the statutory procedures of Sections 10A-2A-13.01 through 10A-2A-13.40 of the ABCL. A copy of the full text of those Sections is included as Annex K to this proxy statement/prospectus. CommerceOne stockholders are urged to read Annex K in its entirety and to consult with their legal advisors.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. Whether or not you plan to virtually attend the CommerceOne Special Meeting, please complete, sign, date and return the enclosed proxy card in the postage paid envelope provided or by e-mailing to proxyvote@commerceonebank.com at your earliest convenience. You may also submit a proxy via the Internet by following the instructions in the enclosed proxy statement/prospectus and on your proxy card.

The board of directors of CommerceOne considered the terms of the Merger Agreement and has determined that the entry into the Merger Agreement and the consummation of the transactions contemplated thereby, including the Mergers, on the terms and conditions set forth in the Merger Agreement, are consistent with, and will further, the business strategies of CommerceOne and are fair and in the best interests of CommerceOne and its stockholders and recommends that CommerceOne stockholders vote: “FOR” the CommerceOne Mergers Proposal; “FOR” the New CommerceOne 2026 Equity Incentive Plan Proposal; and “FOR” the CommerceOne Adjournment Proposal.

CommerceOne has adopted a virtual format for the CommerceOne Special Meeting to provide a convenient experience to all stockholders regardless of location. You will be able to virtually attend the meeting and vote your shares at the meeting by visiting [ ] and entering your control number found on your proxy card or broker instruction letter.

If you have any questions or need assistance with voting, please contact us at (205) 545-5745.

[  ], 2026

As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), this proxy statement/prospectus incorporates important business and financial information about Green Dot from other documents that are not included in or delivered with this proxy statement/prospectus statement. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov.

Documents filed by Green Dot with the SEC are available free of charge in the “Investor Relations” section of Green Dot’s website, www.greendot.com, under the heading “Financial Information.” The web addresses of the SEC and Green Dot are included as inactive textual references only. Except as specifically incorporated by reference into this proxy statement/prospectus, information on those websites is not part of this proxy statement/prospectus. These documents are also available to you, free of charge, upon your request in writing, by email or by telephone to Green Dot at the address below:

Green Dot Corporation

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them, by written or oral means, no later than five (5) business days before the date of the applicable special meeting. This means that Green Dot stockholders requesting documents must do so by [ ], 2026. See “Where You Can Find More Information” beginning on page 252 of this proxy statement/prospectus for further information.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by New CommerceOne, constitutes a prospectus of New CommerceOne under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New CommerceOne Common Stock to be issued to CommerceOne and Green Dot stockholders pursuant to the Merger Agreement. This proxy statement/prospectus also constitutes a proxy statement of Green Dot under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a notice of meeting with respect to the Green Dot Special Meeting. This proxy statement/prospectus also constitutes a proxy statement of CommerceOne and a notice of meeting with respect to the CommerceOne Special Meeting. Because CommerceOne Common Stock is not registered pursuant to Section 12 of the Exchange Act, the solicitation of proxies with respect to the CommerceOne Special Meeting is not subject to nor does it constitute a solicitation under Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act and the rules promulgated by the SEC thereunder.

Except where the context otherwise indicates, the information concerning Green Dot contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Green Dot, and the information concerning CommerceOne or New CommerceOne contained in this proxy statement/prospectus has been provided by CommerceOne or New CommerceOne, respectively.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, none of Green Dot, New CommerceOne or CommerceOne takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus is dated [  ], 2026. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document. None of the mailing of this proxy statement/prospectus or the issuance by New CommerceOne of New CommerceOne Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts references in this proxy statement/prospectus are in U.S. dollars, unless otherwise indicated. Additionally, unless otherwise indicated or as the context otherwise requires, all references to:

This proxy statement/prospectus contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements. These forward-looking statements include, but are not limited to, certain plans, expectations, goals, projections, and statements about the benefits or costs of the proposed transaction, the plans, objectives, expectations and intentions of Green Dot, CommerceOne, New CommerceOne and affiliates of Smith Ventures, including future financial and operating results (including the anticipated impact of the proposed transactions), statements related to the expected timing of the completion of the proposed transactions, the plans, objectives, expectations and intentions of New CommerceOne (to be renamed “CommerceOne Financial Corporation” as part of the proposed transactions) following the consummation of the proposed transactions described herein, and other statements that are not historical facts. You can identify these forward-looking statements through the use of words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “predicts,” “forecasts,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “may” and “assumes,” variations of such words and similar expressions of the future or otherwise regarding the outlook for Green Dot’s, CommerceOne’s or the Combined Company’s future businesses and financial performance and/or the performance of the banking industry and economy in general.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Green Dot, CommerceOne or the Combined Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and current beliefs and expectations of, Green Dot, New CommerceOne or CommerceOne and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this proxy statement/prospectus. Many of these factors are beyond Green Dot’s, CommerceOne’s or the Combined Company’s ability to control or predict, and there is no assurance that any list of risks and uncertainties or risk factors is complete. These factors include, among others,

Additional factors which could affect future results of Green Dot can be found in Green Dot’s filings with the SEC, including in Green Dot’s Annual Report on Form 10-K for the year ended December 31, 2024, under the captions “Forward-Looking Statements” and “Risk Factors,” and Green Dot’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. Green Dot, CommerceOne, New CommerceOne and Smith Ventures do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Green Dot has filed with the SEC and as described under the section entitled “Where You Can Find More Information” beginning on page 252.

CommerceOne, New CommerceOne and Green Dot expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained in, referred to, or incorporated in this proxy statement/prospectus.

An investment by Green Dot stockholders and CommerceOne stockholders in New CommerceOne Common Stock as a result of the exchange of shares of Green Dot Common Stock and CommerceOne Common Stock, respectively, for shares of New CommerceOne Common Stock in the Mergers involves certain risks. Certain material risks and uncertainties connected with the Merger Agreement, the Separation Agreement and transactions contemplated therein, including the Mergers, the Payments Sale and ownership of New CommerceOne Common Stock are discussed below. In addition, Green Dot has discussed certain other material risks connected with the ownership of Green Dot Common Stock and with Green Dot’s business under the caption “Risk Factors” appearing in Green Dot’s Annual Report on Form 10-K most recently filed with the SEC, and may include additional or updated disclosures of such material risks in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that Green Dot has filed with the SEC or may file with the SEC after the date of this proxy statement/prospectus.

CommerceOne stockholders and Green Dot stockholders should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus. CommerceOne stockholders and Green Dot stockholders should consider such risk factors in deciding whether to vote to approve the various proposals for which they may be entitled to vote at the CommerceOne Special Meeting or the Green Dot Special Meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of New CommerceOne Common Stock that you, an existing CommerceOne stockholder or Green Dot stockholder, will hold upon consummation of the Mergers, and could result in a significant decline in the value of New CommerceOne Common Stock and cause CommerceOne stockholders or Green Dot stockholders to lose all or part of the value of their respective investments in New CommerceOne Common Stock.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the First Effective Time, (i) each share of CommerceOne Common Stock issued and outstanding immediately prior to the First Effective Time (other than certain excluded shares held by Green Dot, CommerceOne or New CommerceOne and CommerceOne Dissenting Shares) will be converted into one (1) share of New CommerceOne Common Stock and (ii) each share of Green Dot Common Stock issued and outstanding immediately prior to the First Effective Time (other than certain excluded shares held by Green Dot, CommerceOne or New CommerceOne and Green Dot Dissenting Shares) will be converted into 0.2215 shares of New CommerceOne Common Stock and $8.11 in cash, without interest and subject to any required tax withholding. Subject to limited exceptions, these exchange ratios are fixed and will not be adjusted for changes affecting CommerceOne or Green Dot, including for changes in the value or market price of CommerceOne Common Stock or Green Dot Common Stock. Such changes may affect the value of New CommerceOne Common Stock that holders of CommerceOne Common Stock and holders of Green Dot Common Stock will receive in the Mergers. Neither CommerceOne nor Green Dot is permitted to terminate the Merger Agreement as a result of any increase or decrease in the value or market price of CommerceOne Common Stock or Green Dot Common Stock in and of itself.

The value or market price of shares of CommerceOne Common Stock, Green Dot Common Stock, or New CommerceOne Common Stock may change as a result of a variety of factors, including general market and economic conditions, changes in CommerceOne’s and Green Dot’s businesses, operations and prospects, the performance of peer companies and other financial companies, volatility in the prices of securities in global financial markets, including the market prices of CommerceOne, Green Dot and other banking companies, the effects of pandemics, government policies (including the imposition of tariffs and retaliatory responses), severe weather events, natural disasters such as earthquakes and wildfires and changes in regulatory factors and tax laws, many of which are beyond CommerceOne’s and Green Dot’s control. Therefore, at the time of the CommerceOne Special Meeting and the Green Dot Special Meeting, CommerceOne stockholders and Green Dot stockholders will not know the market value of the merger consideration that CommerceOne stockholders and

Green Dot stockholders will receive at the First Effective Time. You should obtain current market quotations for shares of Green Dot Common Stock (NYSE: GDOT). CommerceOne is a private company and there is no established public trading market for CommerceOne Common Stock.

The outstanding shares of CommerceOne Common Stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair value of shares of CommerceOne Common Stock than if the outstanding shares of CommerceOne Common Stock were traded publicly. The consideration to be paid to CommerceOne stockholders in the Mergers was determined based on negotiations between the parties to the Merger Agreement and likewise may not be indicative of the price at which the outstanding shares of CommerceOne Common Stock may have traded on a public market.

Additionally, we cannot assure you that, following the Mergers and the Payments Sale, the market price of New CommerceOne Common Stock will equal or exceed what the combined price of CommerceOne Common Stock and Green Dot Common Stock would have been in the absence of the Mergers and the Payments Sale. It is possible that after the Mergers and the Payments Sale, the combined equity value of New CommerceOne will be less than the combined equity value of CommerceOne Common Stock and Green Dot Common Stock before the Mergers and the Payments Sale.

Further, if existing CommerceOne stockholders and Green Dot stockholders sell, or indicate an intention to sell, substantial amounts of New CommerceOne Common Stock in the public market after the Mergers, then the trading price of the New CommerceOne Common Stock could decline.

As a result of the Mergers, holders of CommerceOne Common Stock and holders of Green Dot Common Stock will become holders of New CommerceOne Common Stock. In addition, pursuant to the Separation Agreement, Green Dot will, among other things, sell Green Dot and its non-bank financial technology and related assets and operations to Payments Buyer (excluding Green Dot Bank). The value of New CommerceOne Common Stock that CommerceOne stockholders and Green Dot stockholders will receive in the Mergers will reflect the combination of CommerceOne and Green Dot Bank and will not include the value of the Green Dot’s non-bank financial technology and related assets and operations as the market price of Green Dot Common Stock currently does. CommerceOne’s business differs from that of Green Dot Bank and certain adjustments will be made to the Combined Company’s business as a result of the Mergers. The results of operations of the Combined Company and the market price of New CommerceOne Common Stock after the completion of the Mergers may be affected by factors different from those currently affecting the independent results of operations of each of CommerceOne and Green Dot. For a discussion of the business of Green Dot and of certain factors to consider in connection with its business, see the documents incorporated by reference in this proxy statement/prospectus. For a discussion of the business of CommerceOne and of certain factors to consider in connection with its business, please review this proxy statement/prospectus, including the sections entitled “Information About the Companies—CommerceOne Financial Corporation,” “CommerceOne Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risks Relating to CommerceOne’s Business.”

An investment in New CommerceOne Common Stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in New CommerceOne Common Stock is inherently risky for the reasons described herein and is subject to the same market forces that affect the price of common stock in any company. As a result, an investor may lose some or all of their investment in New CommerceOne Common Stock.

Each of the opinions of CommerceOne’s and Green Dot’s financial advisors was delivered on, and dated, November 23, 2025. Changes in the operations and prospects of CommerceOne or Green Dot, general market and economic conditions and other factors which may be beyond the control of CommerceOne and Green Dot may have altered the value of CommerceOne or Green Dot or the prices of shares of CommerceOne Common Stock and Green Dot Common Stock as of the date of this proxy statement/prospectus or may alter such values and prices by the First Effective Time. The opinions do not speak as of the time the Mergers will be completed or as of any other date other than, as to any opinion, the date of such opinion.

CommerceOne and Green Dot have incurred and expect to incur a number of significant non-recurring costs associated with the Mergers and the Payments Sale. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are shared by or payable by either CommerceOne or Green Dot. If the Mergers are not completed, CommerceOne and Green Dot would have to pay these expenses without realizing the expected benefits of the Mergers.

In addition, the Combined Company will incur integration costs following the completion of the Mergers as CommerceOne and Green Dot Bank integrate their businesses. CommerceOne and Green Dot Bank, prior to the Mergers, and the Combined Company, following the Mergers, may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies and procedures that may need to be integrated. While CommerceOne and Green Dot Bank have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the Combined Company taking charges against earnings following the completion of the Mergers, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

The success of the Mergers will depend, in part, on the ability to realize the anticipated benefits from the Mergers. To realize the anticipated benefits from the Mergers, New CommerceOne must successfully integrate Green Dot Bank without adversely affecting current revenues and future growth. If New CommerceOne is not able to successfully achieve these objectives, the anticipated benefits of the Mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the actual benefits of the Mergers could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the Mergers and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the New CommerceOne following the completion of the Mergers, which may adversely affect the value of New CommerceOne Common Stock following the completion of the Mergers.

CommerceOne and Green Dot Bank have operated and, until the First Effective Time, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the Mergers. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on each of CommerceOne and Green Dot Bank during this transition period and for an undetermined period after completion of the Mergers on New CommerceOne.

Furthermore, the board of directors and executive leadership of New CommerceOne will consist of former directors and executive officers from each of CommerceOne and Green Dot. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.

Following the Mergers, the business of the Combined Company will increase beyond the current size of CommerceOne’s business. The Combined Company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs, regulatory requirements and complexity. The Combined Company may also face increased scrutiny from governmental entities as a result of the increased size and complexity of its business. There can be no assurances that the Combined Company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the Mergers.

Green Dot Bank has historically acted as the issuing bank for a substantial majority of Green Dot’s financial technology products and services and has benefited from its extensive network of offerings. As contemplated by the Merger Agreement and the Separation Agreement, Green Dot Bank will become part of New CommerceOne, and Green Dot and its non-bank financial technology and related assets and operations will be purchased by Payments Buyer. Green Dot Bank and Payments Buyer have agreed to enter into an exclusive seven-year Master Services Agreement pursuant to which Green Dot Bank will serve as Payments Buyer’s exclusive issuing bank for certain services, but there can be no assurance that, upon its expiration, Green Dot Bank will be able to renew the Master Services Agreement or renew such agreement on similarly favorable terms, or will realize the benefits as contemplated by New CommerceOne, CommerceOne and Green Dot Bank. Additionally, during the period of the Master Services Agreement, Green Dot Bank’s business, financial condition and results of operations may be adversely affected if Payments Buyer is unable to efficiently operate Green Dot’s non-bank financial technology and related assets and operations. If the Combined Company is not able to replace Green Dot’s network of financial technology products and service offerings or is unable to replace them without incurring significant additional costs or is delayed in replacing them, New CommerceOne’s results of operations may be negatively impacted.

Green Dot Bank has received benefits from being part of Green Dot and has benefited from Green Dot’s extensive business relationships, including those associated with Green Dot’s non-bank financial technology business. Following the Mergers, Green Dot Bank will be an indirect, wholly-owned subsidiary of New CommerceOne, and the Combined Company will not be able to utilize all of Green Dot’s non-bank financial technology business relationships. It is possible as a result of routine renegotiations of terms in the ordinary course of business that the Combined Company may not be able to negotiate terms as favorable as those Green Dot had received previously for one or more contracts, and in the aggregate the loss or renegotiation of contracts in connection with the foregoing could materially adversely affect the Combined Company’s business, financial condition and results of operations following the completion of the Mergers.

The success of the Mergers and the Payments Sale will depend in part on the Combined Company’s ability to retain the talent and dedication of key employees currently employed by CommerceOne and Green Dot Bank and the employees who will be transferred to Payments Buyer in connection with the Payments Sale. It is possible that these employees may decide not to remain with CommerceOne or Green Dot, as applicable, while the Mergers are pending or with the Combined Company or Payments Buyer after the completion of the Mergers. If

the Combined Company is unable to attract or retain key employees, including management, who are critical to the future operations of the companies, the Combined Company could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the completion of the Mergers, if key employees terminate their employment, the Combined Company’s or Payment Buyer’s business activities may be adversely affected, which may cause the Combined Company’s business to suffer, and there is no assurance that the Combined Company or Payment Buyer will be able to locate or retain suitable replacements for any such key employees who leave.

Before the Mergers and the Payments Sale may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board, the UDFI, the ASBD and various other bank regulatory, antitrust, and other authorities in the United States. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under the section entitled “The Mergers—Regulatory Approvals.” These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. Some recent transactions comparable to the Mergers and the Payments Sale have encountered lengthy delays, and the Mergers and the Payments Sale may be subject to similar delays in obtaining its required approvals.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the Combined Company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement and the Separation Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement and the Separation Agreement, imposing additional material costs on or materially limiting the revenues of the Combined Company following the Mergers or otherwise reducing the anticipated benefits of the Mergers and the Payments Sale if the Mergers were consummated successfully within the expected time frame. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Mergers or the Payments Sale, despite the parties’ to the Merger Agreement and the Separation Agreement’s commitments to use their reasonable best efforts to comply with conditions imposed by regulators. Under the terms of the Merger Agreement, neither CommerceOne nor Green Dot will be required to take actions or agree to conditions that would reasonably be expected to have a material burdensome condition on the Combined Company, and CommerceOne is not permitted without the prior written consent of Green Dot, to propose, negotiate, offer to commit and effect to take any action or agree to any conditions with respect to Green Dot’s non-bank financial technology and related assets and operations. Additionally, the completion of the Mergers and the Payments Sale are conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the Merger Agreement and the Separation Agreement.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative information purposes only and is not necessarily, and should not be assumed to be, indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Mergers been completed on the dates indicated or that may be achieved in the future. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the CommerceOne identifiable assets acquired and liabilities assumed at fair value. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of CommerceOne as of the date of the completion of the Mergers. Accordingly, the actual value of the merger

consideration may vary significantly from the value used in preparing unaudited pro forma condensed combined financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

CommerceOne stockholders and Green Dot stockholders should be aware that some of CommerceOne’s and Green Dot’s directors and executive officers may have interests in the Mergers and have arrangements that are different from, or in addition to, those of CommerceOne stockholders and Green Dot stockholders, respectively. These interests and arrangements may create potential conflicts of interest. The CommerceOne Board and the Green Dot Board were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the Merger Agreement and, in the case of the Green Dot Board, the Separation Agreement, and in recommending, as applicable, that their respective companies’ stockholders vote to approve or adopt the Merger Agreement, the transactions contemplated by the Separation Agreement, the Green Dot Compensation Proposal and the approval of New CommerceOne’s 2026 Equity Incentive Plan.

The Merger Agreement and Separation Agreement provide for a number of conditions that must be satisfied (or waived) in order to complete the Mergers and the Payments Sale.

The completion of the Mergers is subject to the satisfaction or waiver of certain closing conditions, including (a) the approval of the CommerceOne Merger Proposal by the requisite vote of CommerceOne stockholders and approval of the Green Dot Merger Proposal and Green Dot Separation Proposal by the requisite vote of Green Dot stockholders, (b) the authorization for listing on the NYSE of the shares of New CommerceOne Common Stock to be issued in the Mergers, (c) the receipt of the requisite regulatory approvals, including from the Federal Reserve Board, the UDFI and the ASBD, and no such regulatory approval having resulted in a material burdensome condition, (d) the effectiveness of this registration statement on Form S-4 to be filed with the SEC by New CommerceOne in connection with the transactions contemplated by the Merger Agreement, (e) the absence of any order, injunction, decree or other legal restraint preventing the completion of the transactions contemplated by the Merger Agreement or any law making the completion thereof illegal and (f) satisfaction or waiver of the closing conditions set forth in the Separation Agreement with certain exceptions described in the Merger Agreement.

The obligation to complete the Mergers is also subject to certain additional conditions, including (a) subject to certain materiality thresholds, the accuracy of the representations and warranties of Green Dot, in the case of the CommerceOne Parties, and of the CommerceOne Parties, in the case of Green Dot, (b) performance in all material respects by Green Dot, in the case of the CommerceOne Parties, and by the CommerceOne Parties, in the case of Green Dot, of their respective obligations, covenants and agreements required to be performed by it under the Merger Agreement and (c) in the case of the CommerceOne Parties, the funding by Payments Buyer of the purchase price in accordance with the terms of the Separation Agreement.

The completion of the transactions contemplated by the Separation Agreement are subject to the satisfaction or waiver of certain closing conditions, including (a) the waiting period applicable to the consummation of the Separation Closing under the HSR Act having expired or been terminated, (b) the absence of any order, injunction, decree or other legal restraint preventing the completion of the transactions contemplated by the Separation Agreement or any law making the completion thereof illegal, (c) satisfaction or waiver of the closing conditions set forth in the Merger Agreement with certain exceptions described in the Merger Agreement, and (d) approval of the Green Dot Separation Proposal by the requisite vote of Green Dot stockholders.

The obligation to complete the Mergers is also subject to certain additional conditions, including (a) subject to certain materiality thresholds, the accuracy of the representations and warranties of Green Dot, in the case of Payments Buyer, and of the Payments Buyer, in the case of Green Dot, (b) performance in all material respects

by Green Dot, in the case of Payments Buyer, and by Payments Buyer, in the case of Green Dot, of their respective obligations, covenants and agreements required to be performed by it under the Separation Agreement and (c) in the case of the Payments Purchaser, the absence of a Business Material Adverse Effect (as defined in the Separation Agreement).

These conditions to the closing of the Mergers and the transactions contemplated by the Separation Agreement may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may not be completed. In addition, CommerceOne and Green Dot can mutually decide to terminate the Merger Agreement, and Payments Buyer and Green Dot can mutually decide to terminate the Separation Agreement, at any time, before or after receipt of the requisite CommerceOne stockholder approval and the requisite Green Dot stockholder approval.

If the Mergers are not completed for any reason, including as a result of either CommerceOne stockholders failing to approve the CommerceOne Merger Proposal or Green Dot stockholders failing to approve the Green Dot Merger Proposal or the Green Dot Separation Proposal, there may be various adverse consequences and CommerceOne or Green Dot may experience negative reactions from the financial markets and from their respective customers and employees. For example, CommerceOne’s or Green Dot’s respective businesses may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers and other transactions contemplated by the Merger Agreement and the Separation Agreement, without realizing any of the anticipated benefits of completing the Mergers and such other transactions. Additionally, if the Merger Agreement (or the Separation Agreement) is terminated, the market price of Green Dot Common Stock could decline, including to the extent that current market prices reflect a market presumption that the Mergers will be completed. CommerceOne or Green Dot could also be subject to litigation or proceedings related to any failure to complete the Mergers. If the Merger Agreement is terminated under certain circumstances, Green Dot or CommerceOne may be required to pay a termination fee of $27.0 million or a reverse termination fee of $3.5 million, respectively, to the other party.

Additionally, each of CommerceOne and Green Dot has incurred and will incur substantial expenses in connection with the completion of the transactions contemplated by the Merger Agreement and the Separation Agreement, as well as the costs and expenses of preparing, filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid in connection with the Mergers. If the Mergers are not completed, CommerceOne and Green Dot would have to pay these expenses without realizing the expected benefits of the Mergers.

Upon the closing of the Mergers, the Combined Company will assume or continue to be responsible for the outstanding indebtedness of CommerceOne and the remaining outstanding indebtedness of Green Dot Bank. In connection with the Mergers, CommerceOne expects to issue approximately $65 million of subordinated debt for capital purposes in one or more offerings, including to pay costs related to the Mergers, distribute capital to CommerceOne Bank, and pay debt service and expenses incurred by New CommerceOne relating to becoming a public company. CommerceOne has not entered into any binding commitment relating to such subordinated debt financing, and there can be no assurance that such financing will be available on favorable terms, or at all. This proxy statement/prospectus is not an offer to sell or a solicitation of an offer to buy any such debt securities. The Combined Company’s debt, together with any future incurrence of additional indebtedness, could have important consequences for the Combined Company’s creditors and the Combined Company’s stockholders. For example, it could:

Uncertainty about the effect of the Mergers and the Payments Sale on employees and customers may have an adverse effect on CommerceOne or Green Dot. These uncertainties may impair CommerceOne’s or Green Dot’s ability to attract, retain and motivate key personnel until the Mergers are completed, and could cause customers and others that deal with CommerceOne or Green Dot to seek to change existing business relationships with CommerceOne or Green Dot. Subject to certain exceptions, CommerceOne has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions, including actions that may adversely affect its ability to consummate the transactions contemplated by the Merger Agreement on a timely basis, without the consent of Green Dot until the Mergers are completed. Subject to certain exceptions, Green Dot has agreed to (a) operate its business in the ordinary course in all material respects and to refrain from taking certain actions, including actions that may adversely affect its ability to consummate the transactions contemplated by the Merger Agreement and the Separation Agreement on a timely basis, and (b) operate its non-bank financial technology business in the ordinary course in all material respects and to refrain from taking certain actions, including actions that may adversely affect its ability to consummate the transactions contemplated by the Merger Agreement and the Separation Agreement on a timely basis, without the consent of CommerceOne and Payments Buyer, respectively, until the Mergers and the Payments Sale, respectively, are completed. These restrictions may prevent CommerceOne or Green Dot from pursuing attractive business opportunities that may arise prior to the completion of the Mergers.

Whether or not the mergers are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks arising from the announcement of the Mergers and Payments Sale on CommerceOne’s and Green Dot’s businesses include the following:

If any of the aforementioned risks were to materialize, they could lead to significant costs or lost opportunities which may impact each party’s results of operations and financial condition.

The Merger Agreement contains “no shop” covenants that restrict each of CommerceOne’s and Green Dot’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage in any negotiations concerning or provide any confidential or nonpublic information or data relating to, any Acquisition Proposals, or, during the term of the Merger Agreement, approve or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement relating to any acquisition proposal. These provisions, in addition to a $27.0 million termination fee and $3.5 million reverse termination fee payable by Green Dot and CommerceOne, respectively, under certain

circumstances, including certain circumstances involving the entry into a definitive agreement or consummation of a transaction with respect to an Acquisition Proposal by Green Dot or CommerceOne during the twelve-month period following the termination of the Merger Agreement, and changes in the recommendation of either the Green Dot Board or CommerceOne Board, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of CommerceOne or Green Dot from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share price to CommerceOne stockholders or Green Dot stockholders than what is contemplated in the Merger Agreement, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire CommerceOne or Green Dot than it might otherwise have proposed to pay.

Upon completion of the Mergers, CommerceOne stockholders and Green Dot stockholders will become New CommerceOne stockholders and their rights as stockholders will be governed by Delaware law and the governing documents of New CommerceOne. The rights associated with CommerceOne Common Stock and Green Dot Common Stock are different from the rights associated with New CommerceOne Common Stock. See the section entitled “Comparison of Stockholder Rights” for more information. In addition, the rights of stockholders under Alabama law, where CommerceOne is organized, may differ from the rights of stockholders under Delaware law, where New CommerceOne is organized.

CommerceOne stockholders and Green Dot stockholders currently have the right to vote in the election of the board of directors and on other matters affecting CommerceOne and Green Dot, respectively. When the Mergers are completed, each CommerceOne stockholder will become a stockholder of New CommerceOne, with a percentage ownership of New CommerceOne Common Stock that is substantially smaller than the holder’s percentage ownership of CommerceOne Common Stock prior to the consummation of the Mergers. When the Mergers are completed, each Green Dot stockholder will become a stockholder of New CommerceOne, with a percentage ownership of New CommerceOne Common Stock that is smaller than the holder’s percentage ownership of Green Dot Common Stock prior to the consummation of the Mergers. Based on the number of shares of CommerceOne Common Stock and Green Dot Common Stock outstanding as of the close of business on the respective record date, and based on the number of shares of New CommerceOne Common Stock expected to be issued in the Mergers, the former holders of CommerceOne Common Stock, as a group, are estimated to own approximately twenty-eight percent (28%) of the outstanding shares of New CommerceOne Common Stock immediately after the Mergers, and the former holders of Green Dot Common Stock, as a group, are estimated to own approximately seventy-two percent (72%) of the outstanding shares of New CommerceOne Common Stock immediately after the Mergers. Because of this, holders of CommerceOne Common Stock may have less influence on the management and policies of New CommerceOne than they now have on the management and policies of CommerceOne, and holders of Green Dot Common Stock may have less influence on the management and policies of New CommerceOne than they now have on the management and policies of Green Dot.

Prior to the Mergers, there had been no public market for CommerceOne Common Stock. Although Green Dot Common Stock is currently listed on the NYSE, and New CommerceOne Common Stock is intended to be listed on the NYSE, there can be no assurances that New CommerceOne Common Stock will be listed on the NYSE or, if it is listed on the NYSE, that it will continue to be listed on the NYSE, or that an active trading market for New CommerceOne Common Stock will develop or be sustained. If an active market for New CommerceOne Common Stock is not sustained or does not otherwise develop, it may be difficult for its stockholders to sell their shares of New CommerceOne Common Stock at an attractive price or at all.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable stockholders to dissent from extraordinary transactions, such as the Mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Section 10A-2A-13.02 of the Alabama Business and Nonprofit Entities Code, a stockholder generally is entitled to appraisal rights and to obtain payment of the fair value of the stockholder’s shares in connection with certain corporate actions, including a merger for which stockholder approval is required under Section 10A-2A-11.04. Because the Mergers require the approval of CommerceOne stockholders under Section 10A-2A-11.04 and no exceptions apply, appraisal rights are available to CommerceOne stockholders in connection with the Mergers or other matters to be voted on at the CommerceOne Special Meeting.

Pursuant to the ABCL, a CommerceOne stockholder who perfects dissenters’ rights is entitled to receive payment in cash of the value of each share of CommerceOne Common Stock held by such stockholder. The value of the share of CommerceOne Common Stock, as determined in accordance with the ABCL, may be less than the value of a share of the New CommerceOne Common Stock such stockholder would otherwise receive pursuant to the Merger Agreement. See “The Merger—Appraisal or Dissenters’ Rights in Connection with the Merger” beginning on page 177.

If the Green Dot Merger is consummated, persons who do not wish to accept the Green Dot Merger Consideration are entitled to seek appraisal of their shares of Green Dot Common Stock under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares of Green Dot Common Stock exclusive of any element of value arising from the accomplishment or expectation of the Green Dot Merger, as determined by the Court of Chancery of the State of Delaware (the “Delaware Court”), together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Green Dot Common Stock as determined by the Delaware Court may be more or less than, or the same as, the Green Dot Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights.” This proxy statement/prospectus serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the Green Dot Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Green Dot Common Stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of Green Dot Common Stock determined under Section 262 of the DGCL could be more than, the same as or less than the Green Dot Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Green Dot Common Stock who (1) continuously holds such shares through the First Effective Time, (2) has not voted in favor of or otherwise consented to the adoption of the Merger Agreement in writing or otherwise withdrawn, lost or waived appraisal rights (but failure to vote against the adoption of the Merger Agreement, alone, will not constitute a waiver of appraisal rights), (3) strictly complies with the procedures under Section 262 of the DGCL, (4) does not thereafter withdraw his, her or its demand for appraisal of such shares and (5) in the case of a beneficial owner, is a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by Green Dot and to be set forth on the Chancery List (as defined in the section of this proxy statement/prospectus entitled “The Mergers—Appraisal or Dissenters’ Rights in Connection with the Mergers”), will be entitled to receive the fair value of his, her or its shares of Green Dot Common

Stock exclusive of any element of value arising from the accomplishment or expectation of the Green Dot Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. Voting in person or by proxy, against, abstaining from voting on or failing to vote on the adoption of the Merger Agreement, will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

A copy of Section 262 of the DGCL is attached to the accompanying proxy statement/prospectus as Annex L and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 of the DGCL and any amendments thereto after the date of this proxy statement/prospectus. Any person who desires to exercise his, her or its appraisal rights should carefully review Section 262 of the DGCL and is urged to consult his, her or its legal and financial advisors before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement/prospectus entitled “The Mergers—Appraisal or Dissenters’ Rights in Connection with the Mergers.”

Pursuant to the DGCL, a Green Dot stockholder who perfects dissenters’ rights is entitled to receive payment in cash of the value of each share of Green Dot Common Stock held by such stockholder. The value of the share of Green Dot Common Stock, as determined in accordance with the DGCL, may be less than the value of a share of the New CommerceOne Common Stock such stockholder would otherwise receive pursuant to the Merger Agreement. See “The Merger—Appraisal or Dissenters’ Rights in Connection with the Merger” beginning on page 177.

Stockholders of CommerceOne or Green Dot may file lawsuits against New CommerceOne, CommerceOne, Green Dot and their directors or officers in connection with the Mergers or the other transactions contemplated by the Merger Agreement and the Separation Agreement. Although New CommerceOne, CommerceOne and Green Dot are not aware of any pending or threatened lawsuits relating to the Mergers or any of the transactions contemplated by the Merger Agreement or the Separation Agreement as of the date of this proxy statement/prospectus, lawsuits arising out of the Mergers or any of the transactions contemplated by the Merger Agreement or the Separation Agreement could be filed in the future. One of the conditions to the Closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement be in effect. There is a similar condition to the Separation Closing in respect of the Separation Agreement. If any plaintiff were successful in obtaining an injunction prohibiting CommerceOne or Green Dot defendants from completing the Mergers or any of the other transactions contemplated by the Merger Agreement or the Separation Agreement, then such injunction may delay or prevent the consummation of the Mergers and could result in significant costs to CommerceOne or Green Dot, including any cost associated with the indemnification of directors and officers of each company. If a lawsuit is filed, CommerceOne and Green Dot may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Mergers or any other transactions contemplated by the Merger Agreement or the Separation Agreement. Such litigation could have an adverse effect on the financial condition and results of operations of CommerceOne and Green Dot and could prevent or delay the completion of the Mergers or the transactions contemplated by the Merger Agreement or the Separation Agreement.

The Combined Company will be required to comply with Section 404 of the Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls and attestations of the effectiveness of internal controls by independent auditors. Ensuring that the Combined Company has adequate internal financial and accounting controls and procedures in place so that it can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need

to be evaluated frequently. The Combined Company’s failure to maintain the effectiveness of its internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on its business. The Combined Company could lose investor confidence in the accuracy and completeness of its financial reports, which could have an adverse effect on the price of its common stock. In addition, if the Combined Company’s efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against the Combined Company and its business may be harmed.

In general, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders, generally stockholders beneficially owning five percent (5%) or more of a corporation’s common stock, applying certain look-through and aggregation rules, increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period, generally three years. CommerceOne is expected to, and Green Dot may, experience an ownership change as a result of the Mergers, and it is possible that CommerceOne’s and Green Dot’s net operating loss carryforwards and certain other tax attributes may also be subject to limitation as a result of ownership changes in the past or as a result of the Mergers. Consequently, the Combined Company may not be able to utilize a material portion of CommerceOne’s, Green Dot’s or the Combined Company’s net operating loss carryforwards, if any, and certain other tax attributes, if any, which could have a material adverse effect on cash flow and results of operations.

You should read and consider risk factors specific to Green Dot’s business that will also affect the Combined Company after the Mergers. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Green Dot’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any updates to those risk factors set forth in Green Dot’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus. Please note that the risk factors described above apply only to Green Dot’s business and do not address risks relating to CommerceOne’s business or certain additional risks of the Combined Company. For information on risks relating to the Mergers and the Combined Company following the Mergers, please see the prior section entitled “—Risks Relating to the Mergers and the Combined Company Following the Mergers.” For more information on risks relating to CommerceOne’s business, please see the following section entitled “—Risks Relating to CommerceOne’s Business.”

You should read and consider the following risk factors specific to CommerceOne’s business, which will also affect the Combined Company after the consummation of the Mergers. Please note that the risk factors described below apply only to CommerceOne’s business and do not address risks relating to Green Dot’s business or certain additional risks of the Combined Company. For information on risks relating to the Mergers and the Combined Company following the Mergers, please see the prior section entitled “—Risks Relating to the Mergers and the Combined Company Following the Mergers.” For more information on risks relating to Green Dot’s business, please see the prior section entitled “—Risks Relating to Green Dot’s Business.”

CommerceOne’s financial performance generally, and, in particular, the ability of its borrowers to pay interest on and repay the principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services CommerceOne offers, is highly dependent upon the business environment in the markets in which CommerceOne operates and in the United States as a whole. Unlike some larger financial institutions that are more geographically diversified, CommerceOne’s business is predominantly

located in Jefferson County and the central Alabama area (collectively, its “Primary Markets”). As a result, the ability of CommerceOne’s borrowers to repay their loans, and the value of the collateral securing such loans, may be significantly affected by economic conditions in this region or by changes in the local real estate markets. See “—‍CommerceOne’s business is significantly dependent on conditions in the real estate market, as a significant percentage of its loan portfolio is secured by real estate, especially commercial real estate” and “—Geographic concentration in its Primary Markets may unfavorably impact CommerceOne’s long-term growth.”

Unfavorable or uncertain economic and market conditions can be caused by, among other factors; declines in economic growth, business activity or investor or business confidence; limitations on the availability of, or increases in the cost of, credit and capital; changes in inflation or interest rates; uncertainty concerning fiscal or monetary policy, government shutdowns, debt ceilings or funding; changes in U.S. international investment policies; increases in real estate and other state and local taxes; high unemployment; natural disasters; public health crises; or a combination of these or other factors. Changes in U.S. trade policies, including new or increased tariffs, may also adversely impact CommerceOne’s business and operations. For example, in April 2025, the U.S. announced broad tariffs on imports, from China and other U.S. trading partners, and China subsequently announced changes in trade practices, including with respect to the export of rare earth minerals, which may adversely affect economic and market conditions in the United States, including in CommerceOne’s Primary Markets. The imposition of tariffs on imports, the potential for retaliatory tariffs by foreign governments, or other similar restrictions on international trade could increase costs for manufacturers and resellers, reduce demand for U.S. exports and disrupt supply chains. Prolonged trade tensions or the implementation of new or increased tariffs could negatively affect the broader economic environment, including by reducing consumer spending, slowing economic growth, and decreasing demand for banking products and services.

Disruption or deterioration in economic conditions in the United States generally, or in CommerceOne’s Primary Markets, could have a material adverse effect on CommerceOne’s business, financial condition and results of operations, including as a result of a deterioration in the credit quality of CommerceOne’s borrowers, a decrease in the demand for CommerceOne’s products and services, an increase in loan delinquencies, an increase in problem assets and foreclosures, or a decrease in the value of collateral for loans and leases, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.

As of September 30, 2025, real estate loans represented approximately $458 million, or 66% of CommerceOne’s total loan portfolio. Real estate lending is generally considered to be collateral-based lending with loan amounts based on predetermined loan-to-collateral values, and the real estate collateral provides an alternative source of repayment if the borrower defaults, but its value may deteriorate after the credit is initially extended. A decline in real estate valuations and liquidity, including as a result of declines in office occupancy, in the Primary Markets in which CommerceOne operates would lower the value of the collateral securing these loans. Real property values and liquidity in CommerceOne’s Primary Markets, where a significant portion of the collateral underlying CommerceOne’s real estate loans are located, may be different from, and in some cases worse than, real property values outside CommerceOne’s Primary Markets or in the United States as a whole, and may be affected by a variety of factors outside of CommerceOne’s control and the control of CommerceOne’s borrowers, including national and local economic conditions generally. Declines in real property values and liquidity in CommerceOne’s Primary Markets, including prices for homes and commercial properties, could result in a deterioration of the credit quality of its borrowers, an increase in the number of loan delinquencies, and an increase in problem assets, foreclosures, defaults and charge-offs. Additionally, such declines in real property values and liquidity could reduce the value of any collateral CommerceOne can realize following a default on these loans and could adversely affect CommerceOne’s ability to continue to grow its loan portfolio consistent with its underwriting standards. CommerceOne’s failure to mitigate these risks could have a material adverse effect on its business, financial condition and results of operations.

As of September 30, 2025, CommerceOne’s commercial real estate loans totaled $301 million, representing the largest segment of its loan portfolio at approximately 43%. Commercial real estate loans may have a greater risk

of loss than residential real estate loans, in part because these loans are generally larger or more complex to underwrite and are characterized by having a limited supply of real estate at commercially attractive locations, long delivery time frames for development and high interest rate sensitivity.

Commercial real estate loans are typically secured by the assets of the business and, upon default, any collateral repossessed may not be sufficient to repay the outstanding loan balance. Commercial real estate properties tend to be unique and are more difficult to value than residential real estate properties. This exposes CommerceOne to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate. If CommerceOne forecloses on these loans, its holding period for the collateral typically is longer than for a residential real estate property because there are fewer potential purchasers of the collateral. In addition, a large portion of CommerceOne’s commercial real estate loans have variable rates, so if interest rates rise, the borrower’s debt service requirement may increase, negatively impacting the borrower’s ability to service their debt.

Unfavorable or uncertain economic and market conditions may impair a borrower’s business operations and typically slow the execution of new leases. Such economic conditions may also lead to existing lease turnover. Commercial real estate loans generally are more susceptible to a risk of loss during a downturn in the business cycle. The unexpected deterioration in the credit quality of CommerceOne’s commercial real estate loan portfolio may require it to increase its provision for loan losses, which would reduce its profitability and could have a material adverse effect on CommerceOne’s business, financial condition and results of operations. In recent years, commercial real estate has been under pressure from the effects of the COVID-19 pandemic and its aftermath, including work-from-home arrangements that have continued after the pandemic.

The source of repayment of commercial and other business loans is typically the cash flows of the borrowers’ businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. The properties securing commercial real estate loans are typically not fully leased at the origination of the loan. The borrower’s ability to repay the loan is instead dependent upon additional leasing through the life of the loan or the borrower’s successful operation of a business. Accordingly, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy, changes in government regulation and rising interest rates. Federal banking regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market. Banking regulators closely supervise banks’ commercial real estate lending activities and may require banks with higher levels of commercial real estate exposure or growth to implement heightened underwriting, internal controls, risk management policies and portfolio stress testing, as well as higher levels of allowances for loan losses and capital levels. CommerceOne’s failure to adequately implement risk management policies, procedures and controls could adversely affect its ability to increase this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio.

As of September 30, 2025, commercial non-real estate loans represented approximately 32% of CommerceOne’s total loan portfolio. CommerceOne generally makes such commercial loans to small and mid-sized businesses whose success often depends on the regional economy. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, frequently have smaller market shares than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial volatility in operating results, any of which may impair their ability as a borrower to repay a loan. In addition, the success of small and mid-sized businesses often depends on the management skills, talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these people could have an adverse impact on the business and its ability to repay its loan. If general economic conditions negatively impact the markets in which CommerceOne operates or any of its borrowers otherwise are affected by adverse business developments, such as new or increased tariffs, CommerceOne’s small and mid-sized borrowers may be disproportionately affected and their ability to repay outstanding loans may be negatively affected, resulting in a material adverse effect on CommerceOne’s business, financial condition and results of operations.

As a result of the high percentage of CommerceOne’s assets and liabilities taking the form of interest-bearing or interest-related instruments, CommerceOne’s profitability depends to a large extent on its net interest income,

which is the difference between its interest income on interest-earning assets, such as loans and investment securities, and its interest expense on interest-bearing liabilities, such as deposits. Changes in interest rates, including in the shape of the yield curve or in spreads between different market interest rates, as well as changes linked to inflation, can have a material effect on CommerceOne’s business and profitability and the value of its assets and liabilities. For example, changes in interest rates or interest rate spreads may:

Interest rates and the yield curve are highly sensitive to many factors that are beyond CommerceOne’s control, including general economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve which, through the Federal Open Market Committee (the “FOMC”), may raise or lower interest rates in response to economic conditions. The FOMC increased the federal funds target range to 5.25% to 5.50% through several hikes during 2022 and 2023 and held that interest rate at the elevated level until it decreased the federal funds target interest range to 4.25% to 4.50% between September 2024 and December 2024. The federal funds target range remained steady until September 2025, when the FOMC began decreasing the federal funds target range, most recently to 3.50% to 3.75% in December 2025. The timing, pace and direction of additional interest rate changes remains uncertain, and will largely depend on trends in inflation, employment and other macroeconomic factors that are outside of CommerceOne’s control.

Any of the foregoing effects from interest rate changes could have a material adverse effect on CommerceOne’s business, financial condition, liquidity and results of operations. For example, as a result of the FOMC’s rate changes through 2024, CommerceOne sustained increases in unrealized losses in its available-for-sale securities portfolio. If CommerceOne were required at any time to liquidate a substantial portion of its securities portfolio, it could be forced to sell securities at a loss.

As of September 30, 2025, CommerceOne held approximately $47 million in investment securities, substantially all of which were classified as available-for-sale securities and recorded at fair value. CommerceOne has in the past experienced and may in the future experience significant unrealized losses on its available-for-sale securities portfolio as a result of, among other factors, increases in market interest rates. Unrealized losses related to available-for-sale securities are reflected in accumulated other comprehensive loss on CommerceOne’s balance sheet, and CommerceOne would recognize a loss upon the sale of the security. CommerceOne may be required to sell available-for-sale securities in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors and if CommerceOne were required to sell available-for-sale securities, it may recognize losses. Further, upon completion of the Mergers, the Combined Company would be required to mark CommerceOne’s available-for-sale securities to market and recognize any unrealized losses on CommerceOne’s available-for-sale securities. As of September 30, 2025, net unrealized losses on CommerceOne’s available-for-sale securities were approximately $3.9 million.

CommerceOne’s business depends on its ability to successfully measure and manage credit risk. As a lender, CommerceOne is exposed to the risk that the principal of, or interest on, a loan will not be paid timely or at all

or that the value of any collateral supporting a loan will be insufficient to cover its outstanding exposure. In addition, CommerceOne is exposed to risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual loans and borrowers. The creditworthiness of a borrower is affected by many factors, including local market conditions and general economic conditions. Additional factors related to the credit quality of residential real estate loans, construction and land development real estate loans and commercial real estate loans include the quality of management of the business and tenant vacancy rates. If the overall economic climate in the U.S. generally, or in CommerceOne’s Primary Market areas specifically, experiences material disruption, CommerceOne’s borrowers may experience difficulties in repaying their loans, the collateral CommerceOne holds may decrease in value or become illiquid, and its levels of nonperforming loans, charge-offs, and delinquencies could rise and require additional provisions for credit losses.

CommerceOne’s risk management practices, such as monitoring the concentration of its loans and its credit approval, review and administrative practices, may not adequately manage credit risk, and its credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan portfolio. A failure to effectively measure and limit the credit risk associated with its loan portfolio may result in loan defaults, foreclosures and additional charge-offs, and may necessitate that CommerceOne significantly increase its allowance for loan losses, each of which could adversely affect its net income. As a result, CommerceOne inability to successfully manage credit risk could have a material adverse effect on its business, financial condition and results of operations.

Because the credit quality of CommerceOne’s loan portfolio can have a significant impact on its net income, the operation of CommerceOne’s business requires it to manage credit risk. As a lender, CommerceOne is exposed to the risk that it could sustain losses because its borrowers will be unable to repay their loans according to their terms, and that the collateral securing repayment of the loans it extends, if any, may not be sufficient to ensure repayment. In addition, there are risks inherent in making any loan, including risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers, including the risk that a borrower may not provide information to CommerceOne about itself in a timely manner and/or may present inaccurate or incomplete information to CommerceOne, and risks relating to the value of collateral.

CommerceOne maintains an allowance for credit losses based on management’s current estimate of expected losses on loans. CommerceOne estimates the allowance balance using information relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses, and adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, credit quality, or term, as well as for changes in macroeconomic conditions, such as changes in unemployment rates, property values or other relevant factors. In addition, CommerceOne also maintains an allowance for off-balance-sheet credit exposures, such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when such extension of credit is not unconditionally cancellable. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the allowance for credit losses on loans. The calculation of the allowance for credit losses requires difficult, subjective and complex judgments of loan collectability, and CommerceOne could fail to identify the proper factors or fail to accurately estimate the impacts of factors that it identifies.

Although CommerceOne’s management has established an allowance for credit losses it believes is adequate, it could sustain credit losses that are significantly higher than the amount of its allowance for credit losses. Higher credit losses could arise for a variety of reasons, such as growth in its loan portfolio, changes in economic conditions affecting borrowers, new information regarding its loans, identification of additional problem loans, and other factors within and outside its control. If real estate values were to decline or if economic conditions in CommerceOne’s Primary Markets were to deteriorate unexpectedly, additional loan losses not incorporated in the existing allowance for credit losses might occur. Losses in excess of the existing allowance for credit losses will

reduce CommerceOne’s net income and could have a material adverse effect on its business, financial condition and results of operations. A severe downturn in the economy generally, in CommerceOne’s Primary Markets specifically or affecting the business and assets of individual customers would generate increased charge-offs and a need for higher reserves. While CommerceOne believes that its allowance for credit losses was adequate as of September 30, 2025, there can be no assurance that it will be sufficient to cover all credit losses incurred. In the event of significant deterioration in economic conditions, CommerceOne may be required to increase reserves in future periods, which would reduce its net income.

Bank regulatory agencies periodically review CommerceOne’s allowance for credit losses. CommerceOne cannot guarantee that such regulatory agencies will not require it to increase its allowance for credit losses, thereby reducing its net income. Further, if charge-offs in future periods exceed the allowance for credit losses, CommerceOne may need additional adjustments to increase the allowance for credit losses. These adjustments could have a material adverse effect on CommerceOne business, financial condition and results of operations.

In considering whether to make a loan secured by real property, CommerceOne generally requires an appraisal of the property, and in determining the value of significant real estate collateral, CommerceOne relies on independent external appraisals and assessment of property values by its internal staff. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may change significantly in value in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately reflect the value of the real property collateral after the loan is made. In the case of non-real estate collateral, CommerceOne relies on a variety of sources, including external estimates of value and judgments based on the experience and expertise of its internal staff. As a result, CommerceOne may not be able to realize the full amount of any remaining indebtedness when it forecloses on and sells the relevant collateral.

Since CommerceOne originates loans secured by real estate, it may have to foreclose on the collateral property to protect its investment and may thereafter own and operate such property, in which case it would be exposed to the risks inherent in the ownership of real estate, including environmental liabilities. CommerceOne may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected the property. Environmental laws may require CommerceOne to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit its ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase CommerceOne’s exposure to environmental liability, and it may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. As of September 30, 2025, CommerceOne held approximately $458 million in loans secured by real property. The amount that CommerceOne, as a mortgagee, may realize after a foreclosure depends on factors outside of its control, including, but not limited to, general or local economic conditions, environmental cleanup liabilities, assessments, interest rates, real estate tax rates, operating expenses of the mortgaged properties, its ability to obtain and maintain adequate occupancy of the properties, zoning laws, governmental and regulatory rules and natural disasters. CommerceOne’s inability to manage the amount of costs or size of the risks associated with the ownership of real estate, or write-downs in the value of real estate, could have a material adverse effect on its business, financial condition and results of operations.

Additionally, consumer protection initiatives or changes in state or federal law may substantially increase the time and expenses associated with the foreclosure process or prevent CommerceOne from foreclosing at all. A number of states in recent years have either considered or adopted foreclosure reform laws that make it substantially more difficult and expensive for lenders to foreclose on properties in default. Additionally, federal and state regulators have prosecuted or pursued enforcement action against a number of mortgage servicing

companies for alleged consumer law violations. If new federal or state laws or regulations are ultimately enacted that significantly raise the cost of foreclosure or raise outright barriers to foreclosure, they could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

CommerceOne enters into off-balance-sheet arrangements in the normal course of business to meet the financing needs of its customers. As of September 30, 2025, these off-balance-sheet arrangements totaled $239 million and included commitments to extend credit and standby letters of credit. These off-balance-sheet arrangements could impact CommerceOne’s liquidity and capital resources to the extent customers accept or use these commitments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. CommerceOne’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual or notional amount of those instruments. CommerceOne uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

CommerceOne has used, and may in the future use, derivative financial instruments, such as interest rate swaps, intended to limit its exposure to interest rate risk. No hedging strategy can completely protect CommerceOne, and the derivative financial instruments CommerceOne elects may not have the effect of reducing CommerceOne’s interest rate risk. Poorly designed strategies, improperly executed and documented transactions, inaccurate assumptions or the failure of a counterparty to fulfill its obligations could increase CommerceOne’s risks and losses. In addition, hedging strategies involve transaction and other costs. CommerceOne’s hedging strategies and the derivatives that CommerceOne uses may not adequately offset the risks of interest rate volatility and could result in or magnify losses, which could have an adverse effect on CommerceOne’s financial condition and results of operations.

Liquidity risk is the risk that CommerceOne will not be able to meet its obligations, including financial commitments, as they come due and is inherent in its operations. An inability to raise funds through deposits, borrowings, the sale of investment securities, and from other sources could have a substantial negative effect on CommerceOne’s liquidity. CommerceOne’s most important source of funds consists of its customers’ deposits. Other sources of liquidity include the principal and interest payments it receives on loans and investment securities and wholesale funding sources such as FHLB borrowings.

Customer deposit balances can decrease for a variety of reasons, including when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. CommerceOne’s deposits consist primarily of interest-bearing and non-interest-bearing checking and savings accounts, which are payable on demand or upon several days’ notice, whereas by comparison, a substantial portion of its assets are loans, which cannot be readily converted into cash in the same time frame. Online and mobile banking have made it easier for customers to withdraw their deposits or transfer funds to other accounts with short notice. Additionally, negative news about CommerceOne or the banking industry in general could negatively impact market or customer perceptions of CommerceOne, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among depositors with uninsured deposits. Furthermore, as CommerceOne and other regional banking organizations experienced following the failure of Silicon Valley Bank in March 2023, the failure of other financial institutions may cause deposit outflows as customers spread deposits among several different banks to maximize FDIC insurance coverage, move deposits to banks perceived as “too big to fail,” or withdraw deposits from the banking system entirely. A failure to maintain adequate liquidity could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

If customers move money out of deposits and into other investments, CommerceOne could lose a relatively low-cost source of funds, and it may not be able to replace maturing deposits and advances as needed in the

future, especially if a large number of its depositors seek to withdraw their accounts, regardless of the reason. Such a loss of deposits would require CommerceOne to rely more heavily on other funding alternatives, such as wholesale funding, in order to continue to grow, thereby increasing its funding costs and reducing its net interest income and net income. Overall, any decline in available funding (including through other funding alternatives) could adversely impact CommerceOne’s ability to continue originating loans, invest in securities, meet its expenses, or fulfill obligations such as repaying its borrowings and meeting deposit withdrawal demands, any of which could have a material adverse effect on its business, financial condition and results of operations.

Like many banking companies, CommerceOne relies on customer deposits to meet a considerable portion of its funding for its lending activities, and it continues to seek customer deposits to maintain this funding base. CommerceOne accepts deposits directly from consumer and commercial clients and, as of September 30, 2025, it had $736 million in total deposits. If CommerceOne is unable to sufficiently maintain or grow its deposits to meet liquidity objectives, it may be unable to satisfy future funding needs or be subject to paying higher funding costs.

As described above, these deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors outside CommerceOne’s control, such as a loss of confidence by customers in CommerceOne or the banking sector generally, customer perceptions of its financial health and general reputation, increasing competitive pressures from other financial services firms for consumer or commercial customer deposits, changes in interest rates and returns on other investment classes, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current customer deposits or attract additional deposits. These concerns may be exacerbated by negative media attention and the rapid spread of rumors and information, whether or not accurate or true, including on social media, that could cause panic among investors, depositors, customers and the general public. For example, the rapid dissemination of negative information through social media is believed to have led, in part, to deposit outflows at, and the collapse of, Silicon Valley Bank in March 2023.

In addition, if CommerceOne’s competitors raise the rates they pay on deposits, CommerceOne’s funding costs may increase, either because it will raise its rates to avoid losing deposits or because it will lose deposits and must rely on more expensive sources of funding. Moreover, customers typically move money from bank deposits to alternative investments during rising interest rate environments. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments as providing a better risk/return trade-off. CommerceOne’s customers could take their money out of CommerceOne Bank and put it in alternative investments, causing CommerceOne to lose a lower-cost source of funding. Customers may also move non-interest-bearing deposits to interest-bearing accounts, increasing the cost of those deposits. Higher funding costs could reduce CommerceOne’s net interest margin and net interest income and could have a material adverse effect on its business, financial condition and results of operations.

CommerceOne is a legal entity separate and distinct from its wholly owned bank subsidiary, CommerceOne Bank. CommerceOne Bank is CommerceOne’s primary operating business and the source of substantially all of CommerceOne’s cash flow. CommerceOne’s ability to pay dividends on its common stock and principal and interest on any debt it may incur is dependent on the earnings, capital levels, capital needs and limitations relating to the payment of dividends by CommerceOne Bank to CommerceOne. Various federal and state laws and regulations limit the amount of dividends that CommerceOne Bank may pay to CommerceOne. For example, under Alabama law, a state-chartered bank may not pay a dividend in excess of 90% of its net earnings until the bank’s surplus is equal to at least 20% of its capital. Moreover, CommerceOne Bank is also required by Alabama law to obtain the prior approval of the Superintendent of Banks for its payment of dividends if the total of all dividends declared by the bank in any calendar year will exceed the total of (1) the bank’s net earnings (as defined by statute) for that year, plus (2) its retained net earnings for the preceding two years, less any required transfers to surplus. Moreover, CommerceOne Bank must maintain certain capital levels, which may restrict the ability of CommerceOne Bank to pay dividends to CommerceOne and its ability to pay dividends to its stockholders. Finally, CommerceOne’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors (including in the case of CommerceOne Bank, its depositors and the FDIC).

In the event CommerceOne Bank is unable to pay dividends to CommerceOne, CommerceOne may not be able to pay dividends on its common stock and principal and interest on any debt it may incur. The inability to receive dividends from CommerceOne Bank could affect CommerceOne’s liquidity and have a material adverse effect on its business, financial condition and results of operations.

Financial services institutions are interconnected as a result of trading, investment, liquidity management, clearing, counterparty, and other relationships. Within the financial services industry, loss of public confidence, including through default by any one institution, could lead to liquidity challenges or to defaults by other institutions. Concerns about, or a default by, one institution could lead to significant liquidity problems and losses or defaults by other institutions, as the commercial and financial soundness of many financial institutions is closely related as a result of trading, clearing, counterparty, and other relationships. Even the perceived lack of creditworthiness of, or questions about, a counterparty may lead to market-wide liquidity problems and losses or defaults by various institutions. For example, the failure of Silicon Valley Bank in March 2023 caused general uncertainty and concern regarding the adequacy of liquidity in the banking sector as a whole, and the news caused depositors to withdraw or attempt to withdraw their funds from regional banking organizations and caused the stock prices of many financial institutions to become volatile. Should similar events occur in the future, this systemic risk may adversely affect financial intermediaries, such as clearing agencies, banks and exchanges with which CommerceOne interacts on a daily basis or key funding providers such as the FHLB, any of which could have a material adverse effect on CommerceOne’s access to liquidity or otherwise have a material adverse effect on its business, financial condition and results of operations.

CommerceOne may need to raise additional capital, in the form of debt or equity, in the future to maintain sufficient capital resources and liquidity to meet its commitments and fund its business needs, future growth, or regulatory or other internal requirements, particularly if the quality of its assets or earnings were to deteriorate significantly. For example, CommerceOne expects to issue approximately $65 million of subordinated debt, in one or more offerings, in connection with the Mergers for capital purposes, including to pay costs related to the Mergers, distribute capital to CommerceOne Bank, and pay debt service and expenses incurred by New CommerceOne relating to becoming a public company. CommerceOne has not entered into any binding commitments relating to such subordinated debt financing, and this proxy statement/prospectus is not an offer to sell or a solicitation of an offer to buy any such debt securities. CommerceOne’s ability to raise additional capital, when needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of its control, its financial condition and its prospects. Economic conditions and a loss of confidence in financial institutions may also increase CommerceOne’s cost of funding and limit access to certain customary sources of capital, including inter-bank borrowings, repurchase agreements and borrowings from the discount window of the Federal Reserve System.

CommerceOne may not be able to obtain capital on acceptable terms or at all. Any occurrence that may limit its access to the capital markets, such as a decline in the confidence of debt purchasers, depositors of CommerceOne Bank or counterparties participating in the capital markets or other disruption in capital markets, may adversely affect its capital costs and its ability to raise capital and, in turn, its liquidity. Further, if CommerceOne needs to raise additional capital in the future, it may have to do so when many other financial institutions are also seeking to raise capital and would then have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

As a financial institution, CommerceOne is susceptible to fraudulent activity, information security breaches and cybersecurity-related incidents that may be committed against CommerceOne, its service providers or its customers, which may result in financial losses or increased costs to CommerceOne or its customers, disclosure

or misuse of its information or its customer information, misappropriation of assets, litigation or damage to CommerceOne’s reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Information security breaches and cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by CommerceOne, its service providers or its customers, denial or degradation of service attacks, ransomware, malware or other cyberattacks or human error. In recent periods, several large corporations, including financial institutions and retail companies, have suffered major data breaches, in some cases exposing not only confidential and proprietary corporate information, but also sensitive financial and other personal information of their customers and employees and potentially subjecting them to fraudulent activity. CommerceOne’s customers are subject to risks related to identity theft, credit card fraud and other fraudulent activity that could involve their accounts with CommerceOne. CommerceOne may be the target of attempted electronic fraudulent activity, security breaches and cybersecurity-related attacks. Consistent with industry trends, CommerceOne may face an increasing number of attempted cyberattacks as it expands its mobile and other internet-based products and services, and as it provides more of these services to a greater number of individual customers. The increased use of mobile and cloud technologies, as well as artificial intelligence (“AI”) technologies and quantum computing, can heighten these and other operational risks, including risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. In addition, CommerceOne’s customers may use personal smartphones, tablet PCs, or other mobile devices that are beyond its control systems to access CommerceOne’s products and services.

CommerceOne also faces specific risks related to cyberattacks and other security breaches in connection with debit card and credit card transactions that typically involve the transmission of sensitive information regarding CommerceOne’s customers through various third parties, including payment processors, payment card networks and its processors. Some of these parties have in the past been, and could in the future be, the target of security breaches and cyberattacks, and because the transactions involve third parties and environments that CommerceOne does not control or secure, future security breaches or cyberattacks affecting any of these third parties could impact CommerceOne through no fault of its own, and in some cases CommerceOne may have exposure and suffer losses for material breaches or attacks relating to them.

Information pertaining to CommerceOne and its customers is maintained, and transactions are executed, on networks and systems maintained by CommerceOne, its customers and certain of CommerceOne’s third-party partners, such as its online banking or reporting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect CommerceOne and its customers against fraud and security breaches and to maintain CommerceOne’s customers’ confidence. CommerceOne may not be able to ensure that its third-party partners have appropriate controls in place to protect the confidentiality of the information they receive from CommerceOne. While CommerceOne has not experienced any material breaches of information security to date, there can be no assurances that CommerceOne will not suffer such breaches in the future, whether through intentional or unintentional acts by those having access to CommerceOne’s systems, those of its third-party partners, or its customers’ or counterparties’ confidential information, including CommerceOne and its third-party partners’ employees. CommerceOne’s regulators are also commonly in possession of confidential information regarding its business, and therefore the secure maintenance by and transmission of its confidential information by those regulators is also essential to protect CommerceOne and its customers against fraud and security breaches and to maintain its customers’ confidence. Regulators face many of the same risks that CommerceOne and its third-party partners face in the area of cybersecurity and information security. However, in the case of regulators, CommerceOne does not have contractual protections, audit rights and other rights that it would seek to require of a third-party provider. In addition, increases in criminal activity levels and sophistication, cyberattacks by state actors, advances in computer capabilities, new discoveries, vulnerabilities in third-party technologies (including browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes and controls that CommerceOne and its third-party partners use to prevent fraudulent transactions and to protect data about CommerceOne, its customers and underlying transactions. CommerceOne’s inability to anticipate, or failure to timely discover and adequately mitigate, breaches of security could result in: losses to CommerceOne or its customers; its loss of business and/or customers; damage to its reputation; the incurrence of additional expenses; disruption to its business; its inability to grow its businesses; additional regulatory scrutiny or penalties; or its exposure to civil litigation and possible financial liability. All of this could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

CommerceOne operates in an industry in which integrity and the confidence of its customers are of critical importance. CommerceOne’s employees could engage in, or its former employees could have engaged in, misconduct that adversely affects its business. For example, if an employee were to engage in fraudulent, illegal or suspicious activities, CommerceOne could be subject to litigation or regulatory sanctions, and suffer serious harm to its reputation (as a consequence of the negative perception resulting from such activities), financial position, customer relationships and ability to attract new customers. CommerceOne’s business often requires that it deals with confidential information. Various federal, state and foreign laws enforced by the bank regulators and other agencies protect the privacy and security of customers’ non-public personal information. Many of CommerceOne’s employees have access to, and routinely process, sensitive personal customer information. If CommerceOne employees were to improperly use or disclose this information, even if inadvertently, CommerceOne could suffer serious harm to its reputation, financial position, and current and future business relationships. While CommerceOne has implemented a system of internal controls designed to mitigate operational risks, it is not always possible to deter employee misconduct, and the precautions CommerceOne takes to detect and prevent this activity may not always be effective. Misconduct by CommerceOne employees, or even unsubstantiated allegations of misconduct, could result in a material adverse effect on CommerceOne’s business, financial condition and results of operations. In addition, employee errors, such as inadvertent use or disclosure of confidential information, calculation errors, mistakes in addressing communications or data inputs, errors in developing, implementing or applying information technology systems or simple errors in judgment, could also have similar adverse effects.

CommerceOne regularly uses third-party partners and service providers in its business, and it relies on some of these vendors for critical operating functions, including core banking services such as internet banking services and debit card services and other key components of our business infrastructure including data processing and storage, internet connection and network access and various information technology services and services complementary to our banking products. Accordingly, CommerceOne’s operations are exposed to the risk that these vendors will not perform in accordance with the contracted arrangements or under service level agreements.

If any of CommerceOne’s third-party service providers experience difficulties in providing services or terminate their services and CommerceOne is unable to replace its service providers with other service providers, CommerceOne’s operations could be interrupted. It may be difficult for CommerceOne to replace some of its third-party vendors, particularly vendors providing CommerceOne’s core banking services, in a timely manner if they are unwilling or unable to provide CommerceOne with these services in the future for any reason. If an interruption were to continue for a significant period of time, it could have a material adverse effect on CommerceOne’s business, financial condition and results of operations. Even if CommerceOne is able to replace them, it may be at higher cost to CommerceOne, which could have a material adverse effect on its business, financial condition and results of operations. In addition, if a third-party provider fails to provide the services CommerceOne require, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyberattack or other security breach, CommerceOne’s business could suffer economic and reputational harm that could have a material adverse effect on its business, financial condition and results of operations.

Third-party relationships are subject to regulatory scrutiny. In June 2023, the U.S. federal banking agencies issued interagency guidance that requires banks, such as CommerceOne, to analyze the risk associated with each third-party relationship and to calibrate its risk management processes. If CommerceOne’s regulators conclude that CommerceOne did not exercise adequate oversight and control over its third-party vendors or other ongoing third-party business relationships or that such third parties have not performed appropriately, CommerceOne could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines, as well as requirements for customer remediation. Any future changes in requirements or

standards applicable to CommerceOne’s third-party relationships could negatively affect CommerceOne in substantial and unpredictable ways and increase its costs. All of this could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

In order to manage the significant risks inherent in its business, CommerceOne must maintain effective policies, procedures, and systems that enable it to identify, monitor and control its exposure to material risks, such as credit, operational, legal and reputational risks. CommerceOne’s risk management methods may prove to be ineffective due to their design, their implementation or the degree to which CommerceOne adheres to them, or as a result of the lack of adequate, accurate or timely information, changes in methods pursued by external bad actors or otherwise.

If CommerceOne’s risk management efforts are ineffective, CommerceOne could suffer losses that could have a material adverse effect on its business, financial condition and results of operations. In addition, CommerceOne could be subject to litigation, particularly from its customers, and sanctions or fines from regulators. CommerceOne’s techniques for managing the risks it faces may not fully mitigate risk exposure in all economic or market environments, including exposure to risks that it might fail to identify or anticipate, which could have a material adverse effect on its business, financial position, and results of operations.

In deciding whether to extend credit or enter into other transactions, and in evaluating and monitoring its loan portfolio on an ongoing basis, CommerceOne typically relies on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. CommerceOne may also rely on representations of those customers or counterparties, or of other third parties, such as independent auditors, as to the accuracy and completeness of that information. If any of the information upon which CommerceOne relies is inaccurate, incomplete, fraudulent or misleading, then CommerceOne may be exposed to greater than expected credit risk, including because the value of collateral may be significantly lower than expected, the source of repayment may not exist or may be significantly impaired, or CommerceOne may fund a loan that it would not have funded or on terms CommerceOne would not have extended. Whether a misrepresentation is made by CommerceOne’s customers or counterparties, CommerceOne may bear the risk of loss associated with the misrepresentation, which could include credit losses, reputational damage, or other effects that could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

The processes CommerceOne uses to estimate its financial condition and results of operations, including credit losses and the fair value of financial instruments, are reliant upon the use of analytical and forecasting models. Some of CommerceOne’s tools and metrics for managing risk are based on observed historical market behavior, and CommerceOne relies on quantitative models to measure risks and to estimate certain financial values. Models may be used in processes such as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy and calculating regulatory capital levels, as well as estimating the value of financial instruments and balance sheet items.

Poorly designed or implemented models could adversely affect CommerceOne’s business decisions if the information is inadequate. In addition, CommerceOne’s models may fail to predict future risk exposures if the information used is inaccurate, obsolete or not sufficiently comparable to actual events as they occur. CommerceOne seeks to incorporate appropriate historical data in its models, but the range of market values and behaviors reflected in any period of historical data is not always predictive of future developments in any particular period and the period of data CommerceOne incorporates into its models may turn out to be inappropriate for the future period being modeled. Additionally, these models may not operate properly, CommerceOne’s assumptions may be inaccurate, or CommerceOne’s assumptions may not be updated quickly

enough to reflect changes in behavior, markets, or technology. In these instances, CommerceOne’s ability to manage risk would be limited and its risk exposure and losses could be significantly greater than its models indicated, which could harm CommerceOne’s reputation and adversely affect its revenues and profits. Finally, information provided to CommerceOne’s regulators based on poorly designed or implemented models could be inaccurate or insufficient, which could adversely affect some of the decisions that CommerceOne’s regulators make, including those related to capital distributions to its stockholders, and subject CommerceOne to supervisory criticism and costs relating to remediation.

CommerceOne’s accounting policies and methods are fundamental to how it records and reports its financial condition and results of operations and, at times, require management to exercise judgment in their application so as to report CommerceOne’s financial condition and results of operations in the most appropriate manner. Certain accounting policies, such as the allowance for credit losses on loans, are critical because they require management to make difficult, subjective or complex judgments about matters that are inherently uncertain and in which the likelihood exists that materially different estimates could result under different conditions or through the utilization of different assumptions. See “CommerceOne Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” If CommerceOne’s estimates are inaccurate or must be adjusted periodically, its financial condition and results of operations could be materially impacted.

CommerceOne’s internal controls, including fraud detection and controls, disclosure controls and procedures, and corporate governance procedures are based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls and procedures are met. Any failure or circumvention of CommerceOne’s controls and procedures; failure to comply with regulations related to controls and procedures; or failure to comply with its corporate governance procedures could have a material adverse effect on CommerceOne’s reputation, business, financial condition and results of operations, including subjecting CommerceOne to litigation, regulatory fines, penalties or other sanctions. Furthermore, notwithstanding the proliferation of technology and technology-based risk and control systems, CommerceOne’s business ultimately relies on its employees or those of its vendors, and CommerceOne is subject to the risk that they make mistakes or engage in violations of applicable policies, laws, rules or procedures that in the past have not, and in the future may not always be prevented by CommerceOne’s technological processes or by its controls and other procedures intended to prevent and detect such errors or violations. Human errors, malfeasance and other misconduct, even if promptly discovered and remediated, can result in reputational damage or legal risk and have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

CommerceOne’s geographic concentration in its Primary Markets makes its business highly susceptible to local economic conditions. See “—Market Risks—CommerceOne’s business may be adversely affected by unfavorable economic conditions generally, and in Jefferson County and the central Alabama area in particular.” The concentration of CommerceOne’s operations and customer base in its Primary Markets, may make continued, long-term organic growth in its Primary Markets unsustainable, which could have a material adverse effect on its business, financial condition and results of operations.

From time to time, CommerceOne may implement new lines of business or offer new products and product enhancements as well as new services within existing lines of business. In acquiring, developing or marketing new lines of business, products, product enhancements or services, CommerceOne may invest significant time and resources, although there is no guarantee that these new lines of business, products, product enhancements or services will be successful or that CommerceOne will realize their expected benefits. Further, initial timetables for the introduction and development of new lines of business, products, product enhancements or services may

not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the ultimate implementation and success of new lines of business or offerings of new products, product enhancements or services.

Furthermore, any new line of business, product, product enhancement or service could have a significant impact on the effectiveness of CommerceOne’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on its business, financial condition or results of operations.

CommerceOne faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources than CommerceOne. Such competitors primarily include national, regional, and community banks operating within its Primary Markets. In many instances these national and regional banks have greater resources than CommerceOne, and the smaller community banks may have stronger ties in CommerceOne’s Primary Markets, which may put CommerceOne at a competitive disadvantage. In addition, recent regulations have reduced the regulatory burden of large bank holding companies, and raised the asset thresholds at which more onerous requirements apply, which could cause certain large bank holding companies with less than $250 billion in total consolidated assets, which were previously subject to more stringent enhanced prudential standards, to become more competitive or to pursue expansion more aggressively. Additional deregulatory efforts from the current presidential administration could further reduce the burdens on larger banks, making them more competitive or freeing up additional capital. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation.

CommerceOne also faces competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, asset management firms, investment firms and other financial intermediaries. These other types of financial institutions may be subject to less stringent regulation, have lower cost structures, or benefit from other advantages. For example, credit unions have federal tax exemptions, which may allow them to offer lower rates on loans and higher rates on deposits than taxpaying financial institutions such as commercial banks.

Technological advances and other changes, including the rise of artificial intelligence and automation, have lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks. In particular, the activity of fintech companies, including those that focus on banking services and wealth management, has grown significantly over recent years and is expected to continue to grow. Some fintechs are not subject to the same regulation as CommerceOne, which may allow them to be more competitive. Fintechs have offered and may continue to offer bank or bank-like products and a number of such organizations have applied for bank or industrial loan charters while others have partnered with existing banks to allow them to offer deposit products to their customers. Increased competition from fintechs and the growth of digital banking may lead to product pricing pressures, the loss of customer deposits and lower loan originations, any of which could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

Additionally, consumers can maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers such as digital assets and blockchains, as well as advances in robotic process automation, could significantly affect the competition for financial services. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. Further, many of CommerceOne’s competitors, due to their size, may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.

Furthermore, CommerceOne operates in a highly competitive industry that could become even more competitive as a result of continued industry consolidation. This consolidation may produce larger, better capitalized and more geographically diverse companies that are capable of offering a wider array of financial products and services at more competitive prices. For example, certain financial institutions operating within CommerceOne’s Primary Markets have recently completed mergers or acquisitions. These transactions may allow those financial institutions to benefit from cost savings and shared resources.

Competition for loans is based on factors such as interest rates, loan origination fees and the range of services offered by the provider. CommerceOne’s ability to compete successfully depends on a number of factors, including, among other things: (i) the ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound banking practices; (ii) the ability to expand within CommerceOne’s marketplace and with its market position; (iii) the scope, relevance and pricing of products and services offered to meet customer needs and demands; (iv) the rate at which it introduces new products and services relative to its competitors; (v) customer satisfaction with its level of service; and (vi) industry and general economic trends. Failure to perform in any of these areas could significantly weaken CommerceOne’s competitive position, which could adversely affect its growth and profitability, which, in turn, could have a material adverse effect on its business, financial condition and results of operations.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. CommerceOne’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in its operations.

Many of CommerceOne’s competitors have substantially greater resources to invest in technological improvements. CommerceOne may not be able to effectively or timely implement new technology-driven products and services or be successful in marketing these products and services to its customers and clients. In addition, the implementation of technological changes, such as AI technologies, and upgrades to maintain current systems and integrate new systems may also cause service interruptions, transaction processing errors, system conversion delays, and other adverse developments, and may cause CommerceOne to fail to comply with applicable laws or may otherwise result in an increase, potentially a material increase, in its expenses. Failure to successfully keep pace with technological change affecting the financial services industry and failure to avoid interruptions, errors and delays could cause CommerceOne to lose customers or have a material adverse effect on its business, financial condition and results of operations.

CommerceOne expects that new technologies and business processes applicable to the financial services industry will continue to emerge, and these new technologies and business processes may be better than those it currently uses. As these technologies improve in the future, CommerceOne expects to be required to make significant capital expenditures in order to remain competitive, which may increase its overall expenses and have a material adverse effect on its business, financial condition and results of operations. Further, because the pace of technological change is high and the financial services industry is intensely competitive, CommerceOne may not be able to sustain its continued investment in new technology as critical systems and applications become obsolete and better ones become available. A failure to maintain current technology and business processes could cause disruptions in CommerceOne’s operations or cause its products and services to be less competitive, all of which could have a material adverse effect on its business, financial condition and results of operations.

CommerceOne’s success depends, in large part, on the retention of its existing management team and key employees. CommerceOne’s existing management team and other key employees, including those who conduct its loan originations and other business development activities, have significant industry experience and long-term customer relationships. CommerceOne is unable to ensure that it will be able to retain the services of any members of its existing management team or other key employees. The loss of any of its existing management team or its key employees could adversely affect CommerceOne’s business because of their skills, knowledge of the market, years of industry experience, customer relationships and the difficulty of finding qualified

replacement personnel. CommerceOne may not be able to find adequate replacements on a timely basis, or at all. In addition, any inability to effectively transition the roles of its management team or its key employees or attract permanent successors for such roles could adversely impact CommerceOne’s business.

CommerceOne’s future success and growth also depends on its continuing ability to attract, develop, motivate and retain highly qualified management personnel and other key employees to complement and succeed its existing management team. Qualified individuals are in high demand, and CommerceOne may incur significant costs to attract and retain them. Because the market for qualified individuals is highly competitive, CommerceOne may not be able to attract and retain qualified individuals. CommerceOne’s ability to attract, develop, motivate and retain key employees may also be negatively affected by government policies, such as immigration policies and limits on incentive compensation. Failure to attract and retain a qualified management team and qualified key employees could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

A negative public opinion of CommerceOne and its business, whether or not accurate or true, can result from any number of activities, including: lending or foreclosure practices; corporate governance and potential conflicts of interest; ethical failures or fraud, including alleged deceptive or unfair lending or pricing practices; negative news about CommerceOne or the financial institutions industry generally; merger and acquisition activity; or general company performance. Significant harm to CommerceOne’s reputation could also arise as a result of regulatory or governmental actions, litigation, employee misconduct or the activities of customers, developments and the actions of other participants in the financial services industry, including failures of CommerceOne’s contractual counterparties, such as service providers and vendors. A service disruption of CommerceOne’s technology platforms, or to those of its service providers or vendors, or an impact to its branches could have a negative impact on a customer’s access to banking services and harm its reputation with customers. There have been a number of widely publicized cases of outages in connection with access to cloud computing providers. such as an incident in October 2025 that affected many businesses worldwide. In particular, a cybersecurity event impacting CommerceOne’s or its customer’s data could have a negative impact on its reputation and customer confidence in them and their cybersecurity.

Moreover, there has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches regarding diversity, equity and inclusion matters and environmental, social and governance matters. Due to divergent stakeholder views on these matters, CommerceOne faces an increased risk that any action, or lack thereof, by CommerceOne concerning these matters will be perceived negatively by at least some stakeholders, which could adversely affect its reputation.

Additionally, the increased use of social media platforms facilitates the rapid dissemination of information or misinformation, which magnifies the potential harm to CommerceOne’s reputation.

CommerceOne and CommerceOne Bank are subject to extensive federal and state regulation and supervision, which vests a significant amount of discretion in the various regulatory authorities, including the Federal Reserve, FDIC, and the Alabama State Banking Department. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not stockholders. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional operating costs. These regulations and supervisory guidance affect CommerceOne’s lending practices, capital structure, investment practices and dividend policy, the fees it can charge for certain products or transactions, and its growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies or supervisory guidance or expectations, including changes in interpretation or implementation of statutes, regulations, policies or supervisory guidance, have affected, and could continue to affect, CommerceOne in substantial and unpredictable ways. Such changes have subjected CommerceOne to, and could continue to subject it to, additional costs, limit the types of financial services and products it can offer, limit its ability to return capital to stockholders or conduct certain activities, or increase the ability of non-banks to offer competing

financial services and products, among other things. Recent political developments, including the new presidential administration in the United States, have added additional uncertainty with respect to new laws or regulations or changes in the interpretations or enforcement of existing laws or regulations.

Failure to comply with laws, regulations, policies or supervisory guidance, even if the failure was inadvertent, could result in enforcement and other legal actions by federal or state authorities, including criminal and civil penalties, the loss of FDIC insurance, the revocation of a banking charter, enforcement actions or sanctions by regulatory agencies, significant fines and civil money penalties and/or reputational damage. In this regard, government authorities, including the bank regulatory agencies, have in the past pursued, and could in the future pursue, aggressive enforcement actions with respect to compliance and other legal matters involving financial activities, which heightens the risks associated with actual and perceived compliance failures. Directives issued to enforce such actions may be confidential and thus, in some instances, CommerceOne is not permitted to publicly disclose these actions. Litigation challenging actions or regulations by federal or state authorities could, depending on the outcome, significantly affect the regulatory and supervisory framework affecting CommerceOne’s operations. Any of the foregoing could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

In addition, CommerceOne faces regulatory scrutiny, including in the course of routine examinations, and new regulations in response to negative developments in the banking industry, which may increase its cost of doing business and reduce its profitability. Among other things, there may be increased focus by both regulators and investors on deposit composition, the level of uninsured deposits, brokered deposits, unrealized losses in securities portfolios, liquidity, commercial real estate loan composition and concentrations, and capital as well as general oversight and control of the foregoing. CommerceOne could face increased scrutiny or be viewed as higher risk by regulators and/or the investor community, which could have a material adverse effect on its business, financial condition and results of operations.

Further, CommerceOne is subject to income taxation at the U.S. federal level and by certain states and municipalities. Any adverse developments in tax laws or regulations, including legislative changes, judicial holdings or administrative interpretations, or any changes in the scope of its operations, could increase the amount of taxes to which CommerceOne is subject and could increase CommerceOne’s effective tax rate and have a material and adverse effect on CommerceOne’s business, financial condition and results of operations.

CommerceOne and CommerceOne Bank are each required to comply with applicable capital adequacy standards established by federal banking agencies. CommerceOne and CommerceOne Bank are required to maintain minimum amounts and ratios of total capital, Tier 1 capital, and common equity Tier 1 capital (CET1) to risk-weighted assets, and of Tier 1 capital to average assets. In addition, CommerceOne Bank must maintain an additional capital conservation buffer of 2.5% of total risk-weighted assets. For more information about CommerceOne’s regulatory capital, see Note 12, “Regulatory Matters,” to CommerceOne’s consolidated financial statements and the notes thereto included elsewhere in this prospectus.

Compliance with the capital requirements may limit CommerceOne’s operations that require the intensive use of capital and could adversely affect its ability to expand or maintain present business levels. Further, banking institutions that fall below the effective minimum capital ratios, including the capital conservation buffer, may be subject to regulatory sanctions, including restrictions on dividends, share repurchases, and certain discretionary executive compensation, and, in extreme cases, termination of deposit insurance by the FDIC.

Federal banking agencies have in the past, and could in the future, impose additional or more stringent regulatory capital requirements. The application of more stringent capital requirements for CommerceOne could, among other things, result in lower returns on invested capital, require the raising of additional capital and result in additional regulatory actions if CommerceOne is unable to comply with such requirements. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy and could limit CommerceOne’s ability to make distributions, including paying dividends.

Federal law requires that a bank holding company, such as CommerceOne, act as a source of financial and managerial strength to its subsidiary bank, such as the CommerceOne Bank, and, under appropriate conditions, to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank.

A capital injection may be required at times when CommerceOne may not have the resources to provide it and therefore may be required to borrow the funds or raise capital. Providing such support is more likely during times of financial stress for CommerceOne and the CommerceOne Bank, which may make any capital CommerceOne is required to raise to provide such support more expensive than it might otherwise be. Any loan by a holding company to its subsidiary bank is subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institution’s general unsecured creditors, including the holders of its debt obligations. Thus, any borrowing that must be done by CommerceOne to make a required capital injection could be more difficult and expensive and could have a material adverse effect on its business, financial condition and results of operations.

The Federal Reserve, with respect to CommerceOne, and the FDIC and the Alabama State Banking Department, with respect to the CommerceOne Bank, and other applicable federal and state bank regulatory agencies periodically examine CommerceOne’s business, including its compliance with laws and regulations. If, as a result of an examination, a banking agency were to determine that CommerceOne’s financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of CommerceOne’s operations had become unsatisfactory, or that CommerceOne was in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in CommerceOne’s capital, to restrict CommerceOne’s growth, to assess civil monetary penalties against its officers or directors, to fine or remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate CommerceOne Bank’s deposit insurance and place CommerceOne Bank into receivership or conservatorship. In some instances, CommerceOne may not be permitted to publicly disclose these actions. Any regulatory action against CommerceOne could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose non-discriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution’s compliance with fair and responsible banking laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private litigation, including through class action litigation. Such actions could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

CommerceOne services almost all of its own loans, and loan servicing is subject to extensive regulation by federal, state and local governmental authorities as well as to various laws and judicial and administrative decisions imposing requirements and restrictions on those activities. The volume of new or modified laws and

regulations has increased in recent years. If regulators impose new or more restrictive requirements, CommerceOne might incur additional significant costs to comply with such requirements which may adversely affect it. In addition, were CommerceOne to be subject to regulatory investigation or regulatory action regarding its loan modification and foreclosure practices, its financial condition and results of operations could be adversely affected.

In addition, the current U.S. presidential administration and Congress have been significantly altering the priorities, scope, practices and/or staffing levels of various regulatory agencies. As a result, state attorneys general and other state regulators may increase their enforcement activities to fill any actual or perceived “regulatory gap” at the federal level and seek to obtain remedies such as regulatory sanctions, customer recission rights and civil money penalties. Such uncertainties may make it more difficult for CommerceOne to comply with consumer protection laws, which may result in increased compliance costs and potential non-compliance and associated regulatory actions. Any regulatory action against CommerceOne could have a material adverse effect on its business, financial condition and results of operations.

The CommerceOne Bank is a member of the FDIC and the deposits of each of its depositors are insured to the maximum amount provided by the Federal Deposit Insurance Act, subject to CommerceOne Bank’s payment of deposit insurance premiums to the FDIC. As an FDIC-insured institution, CommerceOne Bank is assessed a quarterly deposit insurance premium. The FDIC calculates assessment rates applicable to CommerceOne Bank based on a variety of factors, including CommerceOne Bank’s capital adequacy, asset quality, management practices, earnings performance, liquidity, and sensitivity to market risk. A deterioration in any of these factors could result in an increase in CommerceOne Bank’s FDIC assessment rate.

The FDIC may also increase deposit insurance premiums based on changes to the adequacy of the Deposit Insurance Fund to cover the risk posed by all insured institutions. For example, to maintain a strong funding position and restore the reserve ratios of the Deposit Insurance Fund following the financial crisis, the FDIC increased deposit insurance assessment rates generally and, in response to bank failures in 2023, charged special assessments applicable to certain FDIC-insured financial institutions. Further increases in assessment rates or special assessments may occur in the future, especially if there are significant additional financial institution failures. Any future special assessments, increases in assessment rates or required prepayments in FDIC insurance premiums could reduce profitability or limit CommerceOne’s ability to pursue certain business opportunities, which could have a material adverse effect on its business, financial condition and results of operations.

In the normal course of business, from time to time, CommerceOne has been, and may in the future be, involved in a variety of legal or regulatory proceedings. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, CommerceOne may in the future be subject to regulatory consent orders, civil money penalties, matters requiring attention or similar types of supervisory criticism. CommerceOne may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding its current and/or prior business activities. These claims or legal or regulatory actions could involve substantial compensatory or punitive damages, significant fines, penalties, defense costs, capital directives, regulatory agreements, obligations to change its business practices or other requirements resulting in increased expenses, diminished income and damage to its reputation. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that CommerceOne will prevail in any legal or regulatory action. CommerceOne’s involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in its favor, could also cause significant harm to its reputation and divert management attention from the operation of its business. Further, any settlement, consent order or adverse judgment in connection with any formal or informal proceeding or investigation by government agencies may result in additional litigation, investigations or proceedings as other litigants and government agencies begin independent reviews of the same activities. As a result, the outcome of legal and regulatory actions could have a material adverse effect on CommerceOne’s business, financial condition and results of operations.

The BSA, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), Anti-Money Laundering Act of 2020 (“AMLA”) and other laws and regulations require financial institutions, among others, to institute and maintain an effective anti-money laundering compliance program and to file reports such as suspicious activity reports and currency transaction reports. CommerceOne’s products and services are subject to an increasingly strict set of legal and regulatory requirements to help detect and prevent money laundering, terrorist financing and other illicit activities. CommerceOne is required to comply with these and other anti-money laundering laws and regulations. CommerceOne’s efforts to comply with such laws and regulations could result in increased costs related to its regulatory oversight, as it may be required to add additional compliance personnel or incur other significant compliance-related expenses. The federal banking agencies and the U.S. Treasury Department’s Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial services providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. In addition, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) is responsible for administering and enforcing economic and trade sanctions against specified foreign parties, including countries and regimes, foreign individuals, and other foreign organizations and entities, and CommerceOne is responsible for, among other things, blocking the accounts of, and transactions with, prohibited parties identified by OFAC, avoiding unlicensed trade and financial transactions with such parties, and reporting blocked transactions after their occurrence. If CommerceOne violates these laws and regulations, or its policies, procedures and systems are deemed deficient, it could face severe consequences, including sanctions, fines, regulatory actions and reputational consequences. Any of these results could have a material adverse effect on its business, financial condition results of operations and prospects.

CommerceOne’s business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that it maintains and in those maintained by third parties with whom CommerceOne contracts to provide data services. CommerceOne also maintains important internal company data such as personally identifiable information about its employees and information relating to its operations. The integrity and protection of that customer and company data is important to CommerceOne. CommerceOne’s collection of such customer and company data is subject to extensive regulation and oversight.

CommerceOne is subject to laws and regulations relating to the privacy of the information of its customers, employees and others, and any failure to comply with these laws and regulations could expose CommerceOne to liability and/or reputational damage. In addition, the U.S. Congress and federal regulatory agencies continue to consider new federal data privacy and security laws and regulations that, if enacted, would apply to CommerceOne. As new privacy-related laws and regulations are implemented, the time and resources needed for CommerceOne to comply with such laws and regulations, as well as its potential liability for non-compliance and reporting obligations in the case of data breaches, may significantly increase.

This section contains information for Green Dot stockholders about the Green Dot Special Meeting that Green Dot has called to allow Green Dot stockholders to consider and vote on the Green Dot Merger Proposal, the Green Dot Separation Proposal and other related matters. This proxy statement/prospectus is accompanied by a notice of the Green Dot Special Meeting, and a form of proxy card that the Green Dot Board is soliciting for use by Green Dot stockholders at the Green Dot Special Meeting and at any adjournments or postponements of the Green Dot Special Meeting.

The Green Dot Special Meeting will be held virtually via the Internet on [   ], 2026, at [   ] a.m., Mountain Time. The Green Dot Special Meeting is expected to be held in a virtual-only meeting format conducted via live webcast. Green Dot stockholders may participate in the virtual meeting by accessing [   ].

At the Green Dot Special Meeting, Green Dot stockholders will be asked to consider and vote upon the following proposals:

The Green Dot Board unanimously recommends that you vote “FOR” the Green Dot Merger Proposal, “FOR” the Green Dot Separation Proposal, “FOR” the Green Dot Compensation Proposal and “FOR” the Green Dot Adjournment Proposal. See “The Mergers—Green Dot’s Reasons for the Green Dot Merger and the Payments Sale; Recommendation of the Green Dot Board of Directors” beginning on page 138 for a more detailed discussion of the Green Dot Board’s recommendation.

The Green Dot Board has fixed the close of business on [   ] as the record date for determination of Green Dot stockholders entitled to notice of and to vote at the Green Dot Special Meeting. As of [   ], there were [   ] shares of Green Dot Common Stock outstanding.

Holders of a majority of the shares of Green Dot Common Stock outstanding on the record date must be present, either virtually or by proxy, to constitute a quorum at the Green Dot Special Meeting. If you fail to submit a proxy or to vote virtually at the Green Dot Special Meeting, your shares of Green Dot Common Stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

At the Green Dot Special Meeting, each outstanding share of Green Dot Common Stock is entitled to one (1) vote on all matters properly submitted to the Green Dot stockholders.

As of [   ], Green Dot’s directors and executive officers and their respective affiliates owned and were entitled to vote approximately [   ] shares of Green Dot Common Stock, representing less than [  ] percent ([  ]%) of the outstanding shares of Green Dot Common Stock. Green Dot currently expects that Green Dot’s directors and executive officers will vote their shares in favor of the Green Dot Merger Proposal, the Green Dot Separation Proposal, the Green Dot Compensation Proposal and the Green Dot Adjournment Proposal, although none of them has entered into any agreements obligating them to do so.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Green Dot Special Meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Green Dot Special Meeting.

All Green Dot stockholders, including holders of record and stockholders who hold their shares of Green Dot Common Stock through banks, brokers or other nominees, are invited to attend the Green Dot Special Meeting. Stockholders of record can vote virtually at the Green Dot Special Meeting. If you are not a stockholder of record, you must obtain a proxy executed in your favor from the record holder of your shares of Green Dot Common Stock, such as a broker, bank or other nominee, to be able to vote virtually at the Green Dot Special Meeting. If you plan to attend the Green Dot Special Meeting, you must hold your shares of Green Dot Common Stock in your own name or have a letter from the record holder of your shares confirming your ownership.

If you are a record holder of Green Dot Common Stock, you will be able to attend the Green Dot Special Meeting online and vote during the meeting by visiting [ ] and following the instructions. Please have your control number, which can be found on your proxy card, notice or email previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the Green Dot Special Meeting online and vote during the meeting by visiting [ ] and following the instructions. Please have your control number, which can be found on the voting instructions provided by Broadridge or your bank, broker, trustee or other nominee, to access the meeting. Because you are not the stockholder of record, you may not attend or vote your shares at the Green Dot Special Meeting unless you (i) request and obtain a legal proxy giving you the right to vote the shares at the meeting from the organization that holds your shares and (ii) register to attend the Green Dot Special Meeting. Please review this information prior to the Green Dot Special Meeting to ensure you have access. If you are a stockholder of record, you do not need to register to attend the Green Dot Special Meeting. However, if you are the beneficial owner of your shares, you must register in advance to attend the Green Dot Special Meeting.

Stockholders will have substantially the same opportunities to participate in the virtual Green Dot Special Meeting as they would have at a physical, in-person meeting. Stockholders as of the record date will be able to attend and vote during a portion of the meeting via the online platform.

Technical assistance will be available for stockholders who experience an issue accessing the Green Dot Special Meeting. Contact information for technical support will appear on the Green Dot Special Meeting website prior to the start of the Green Dot Special Meeting.

Green Dot stockholders may vote by proxy or virtually at the Green Dot Special Meeting. If you hold your shares of Green Dot Common Stock in your name as a holder of record, to submit a proxy, you, as a Green Dot stockholder, may use one of the following methods:

Green Dot requests that Green Dot stockholders vote by telephone, over the Internet or by completing and signing the accompanying proxy card and returning it to Green Dot as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Green Dot Common Stock represented by it will be voted at the Green Dot Special Meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Green Dot Merger Proposal, “FOR” the Green Dot Separation Proposal, “FOR” the Green Dot Compensation Proposal and “FOR” the Green Dot Adjournment Proposal.

If a stockholder’s shares are held in “street name” by a broker, bank or other nominee, the stockholder should check the voting form used by that firm to determine whether the stockholder may vote by telephone or the Internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not you plan to attend the Green Dot Special Meeting virtually. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares personally at the meeting because you may revoke your proxy at any time before it is voted.

If your shares of Green Dot Common Stock are held in “street name” through a broker, bank or other nominee, you must instruct the broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your broker, bank or other nominee.

You may not vote shares held in street name by returning a proxy card directly to Green Dot or by voting virtually at the Green Dot Special Meeting unless you provide a “legal proxy” giving you the right to vote the shares, which you must obtain from your broker, bank or other nominee.

Further, brokers, banks or other nominees who hold shares of Green Dot Common Stock on behalf of their customers may not give a proxy to Green Dot to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks, and other nominees do not have discretionary voting power on the proposals that will be voted upon at the Green Dot Special Meeting.

To register to attend the virtual Green Dot Special Meeting online, you must obtain a legal proxy from your brokerage firm, bank or other nominee and submit proof of your legal proxy reflecting your holdings of our stock, along with your legal name and email address, to our virtual meeting provider, Broadridge. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern time on [  ], 2026. You will receive a confirmation of your registration by email and a control number after we receive your registration materials. Requests for registration should be directed to the following:

If you are a Green Dot stockholder of record, you may revoke your proxy at any time before it is voted by:

If you hold your shares of Green Dot Common Stock through a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote or, if you have obtained a legal proxy, by attending the Green Dot Special Meeting and voting.

Attendance at the Green Dot Special Meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by Green Dot after the vote will not affect the vote. The mailing address of the Corporate Secretary of Green Dot is: Green Dot Corporation, 4675 Cornell Road, Suite 280, Cincinnati, Ohio 45241, Attn: Corporate Secretary. If the Green Dot Special Meeting is postponed or adjourned, it will not affect the ability of Green Dot stockholders of record as of the record date to exercise their voting rights or to revoke any previously-granted proxy using the methods described above.

As permitted by applicable law, only one (1) copy of this proxy statement/prospectus is being delivered to Green Dot stockholders residing at the same address, unless such Green Dot stockholders have notified Green Dot of their desire to receive multiple copies of the proxy statement/prospectus. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

Green Dot will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any Green Dot stockholder residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed Green Dot’s proxy solicitor, Innisfree, by calling toll-free at (866) 239-1763.

Each stockholder receiving one such copy of the proxy statement/prospectus continues to receive a separate proxy card.

To assist in the solicitation of proxies, Green Dot has retained Innisfree, and will pay Innisfree a fee (including reimbursement of out-of-pocket expenses) not to exceed $90,000. Green Dot and its proxy solicitor may also request banks, brokers and other intermediaries holding shares of Green Dot Common Stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Green Dot. No additional compensation will be paid to our directors, officers or employees for solicitation.

Green Dot management knows of no other business to be presented at the Green Dot Special Meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the board of directors’ recommendations.

If you need assistance in completing your proxy card, have questions regarding Green Dot’s Special Meeting or would like additional copies of this proxy statement/prospectus, please contact Green Dot’s Investor Relations department at 4675 Cornell Road, Suite 280, Cincinnati, Ohio 45241, Attn: Investor Relations, telephone number (626) 765-2000, or Green Dot’s proxy solicitor, Innisfree, by calling toll-free at (866) 239-1763.

Green Dot is asking Green Dot stockholders to adopt the Merger Agreement. Green Dot stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement, the Green Dot Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

The adoption of the Merger Agreement by Green Dot stockholders is a condition to the completion of the transactions contemplated by the Merger Agreement and the Separation Agreement, including the Green Dot Merger.

The transactions contemplated by the Merger Agreement, including the Green Dot Merger, are also conditioned upon the approval of the transactions contemplated by the Separation Agreement by Green Dot stockholders. If the transactions contemplated by the Separation Agreement are not consummated in accordance with the terms thereof for any reason, the transactions contemplated by the Merger Agreement, including the Green Dot Merger, will not be effected.

Approval of the Green Dot Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Green Dot Common Stock entitled to vote on the Green Dot Merger Proposal, assuming a quorum is present. Assuming a quorum is present, abstentions, broker non-votes and failure to vote will have the same effect as a vote “AGAINST” the Green Dot Merger Proposal.

After careful consideration, the Green Dot Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Green Dot Merger, are advisable, expedient, fair to and in the best interests of Green Dot and its stockholders and declared it advisable to enter into the Merger Agreement and have unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Green Dot Merger. See “The Mergers—Green Dot’s Reasons for the Green Dot Merger and the Payments Sale; Recommendation of the Green Dot Board of Directors” beginning on page 138 in this proxy statement/prospectus for a more detailed discussion of the Green Dot Board’s recommendation.

THE GREEN DOT BOARD UNANIMOUSLY RECOMMENDS THAT GREEN DOT STOCKHOLDERS VOTE “FOR” THE GREEN DOT MERGER PROPOSAL.

Green Dot is asking Green Dot stockholders to approve the transactions contemplated by the Separation Agreement. Green Dot stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Separation Agreement and the transactions contemplated by the Separation Agreement. A copy of the Separation Agreement is attached to this proxy statement/prospectus as Annex B.

The approval of the transactions contemplated by the Separation Agreement by Green Dot stockholders is a condition to the completion of the transactions contemplated by the Merger Agreement and the Separation Agreement, including the Green Dot Merger.

The transactions contemplated by the Separation Agreement are also conditioned upon the approval of the transactions contemplated by the Merger Agreement, including the Green Dot Merger, by Green Dot stockholders. If the transactions contemplated by the Merger Agreement, including the Green Dot Merger, are not consummated for any reason, the transactions contemplated by the Separation Agreement will not be effected.

Approval of the Green Dot Separation Proposal requires the affirmative vote of a majority of the outstanding shares of Green Dot Common Stock entitled to vote on the Green Dot Separation Proposal, assuming a quorum is present. Assuming a quorum is present, abstentions, broker non-votes and failure to vote will have the same effect as a vote “AGAINST” the Green Dot Separation Proposal.

After careful consideration, the Green Dot Board unanimously determined that the transactions contemplated by the Separation Agreement are advisable, expedient, fair to and in the best interests of Green Dot and its stockholders and declared it advisable to enter into the Separation Agreement and have unanimously approved the Separation Agreement and the transactions contemplated thereby. See “The Mergers—Green Dot’s Reasons for the Green Dot Merger and the Payments Sale; Recommendation of the Green Dot Board of Directors” beginning on page 138 in this proxy statement/prospectus for a more detailed discussion of the Green Dot Board’s recommendation.

THE GREEN DOT BOARD UNANIMOUSLY RECOMMENDS THAT GREEN DOT STOCKHOLDERS VOTE “FOR” THE GREEN DOT SEPARATION PROPOSAL.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Green Dot is seeking a non-binding, advisory stockholder approval of the compensation of Green Dot’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement and the Separation Agreement as disclosed in the sections entitled “The Mergers—Interests of Certain Green Dot Directors and Executive Officers in the Mergers and the Payments Sale” beginning on page 138. The proposal gives Green Dot stockholders the opportunity to express their views on the compensation that may be paid or become payable to Green Dot’s named executive officers in connection with the transactions contemplated by the Merger Agreement and Separation Agreement.

Accordingly, Green Dot is asking Green Dot stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Green Dot named executive officers, in connection with the transactions contemplated by either the Merger Agreement or the Separation Agreement, and any other agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Mergers—Interests of Certain Green Dot Directors and Executive Officers in the Mergers and the Payments Sale—Quantification of Potential Payments and Benefits to Green Dot Named Executive Officers in Connection with the Mergers and the Payments Sale—Golden Parachute Compensation” are hereby APPROVED.”

The advisory vote on the Green Dot Compensation Proposal is separate and apart from the votes on the Green Dot Merger Proposal, the Green Dot Separation Proposal and the Green Dot Adjournment Proposal. Accordingly, if you are a holder of Green Dot Common Stock, you may vote to approve the Green Dot Merger Proposal, the Green Dot Separation Proposal and/or the Green Dot Adjournment Proposal and vote not to approve the Green Dot Compensation Proposal, and vice versa.

Because the vote on the Green Dot Compensation Proposal is advisory only, it will not be binding on Green Dot. Accordingly, the approval of the Green Dot Compensation Proposal by Green Dot stockholders is not a condition to the completion of the transactions contemplated by either the Merger Agreement or the Separation Agreement. If the transactions contemplated by the Merger Agreement or the Separation Agreement are completed, the compensation related to the transactions contemplated by the Merger Agreement or the Separation Agreement, respectively, will be paid to Green Dot’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Green Dot stockholders fail to approve the Green Dot Compensation Proposal.

Approval of the Green Dot Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Green Dot Common Stock present in person or represented by proxy at the Green Dot Special Meeting and entitled to vote on the Green Dot Compensation Proposal, assuming a quorum is present. Assuming a quorum is present, abstentions, broker non-votes and failure to vote will have no effect on the outcome of the vote.

THE GREEN DOT BOARD UNANIMOUSLY RECOMMENDS THAT GREEN DOT STOCKHOLDERS VOTE “FOR” THE ADVISORY GREEN DOT COMPENSATION PROPOSAL.

The Green Dot Special Meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Green Dot Special Meeting to approve both the Green Dot Merger Proposal and the Green Dot Separation Proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Green Dot stockholders.

If, at the Green Dot Special Meeting, the number of shares of Green Dot Common Stock present or represented and voting in favor of the Green Dot Merger Proposal and the Green Dot Separation Proposal is insufficient to approve both the Green Dot Merger Proposal and the Green Dot Separation Proposal, Green Dot intends to move to adjourn the Green Dot Special Meeting in order to enable the Green Dot Board to solicit additional proxies for approval of both the Green Dot Merger Proposal and the Green Dot Separation Proposal. In that event, Green Dot expects it will ask Green Dot stockholders to vote upon the Green Dot Adjournment Proposal, but not the Green Dot Merger Proposal or the Green Dot Separation Proposal.

In this proposal, Green Dot is asking Green Dot stockholders to authorize the respective holder of any proxy solicited by the Green Dot Board, on a discretionary basis, (i) if there are not sufficient votes at the time of the Green Dot Special Meeting to approve both the Green Dot Merger Proposal and the Green Dot Separation Proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Green Dot stockholders, to vote in favor of adjourning the Green Dot Special Meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Green Dot stockholders who have previously voted.

The approval of the Green Dot Adjournment Proposal by Green Dot stockholders is not a condition to the completion of the transactions contemplated by either the Merger Agreement or the Separation Agreement.

Approval of the Green Dot Adjournment Proposal requires the affirmative vote of a majority of the shares of Green Dot Common Stock present in person or represented by proxy at the Green Dot Special Meeting and entitled to vote on the Green Dot Adjournment Proposal. Abstentions, broker non-votes and failure to vote will have no effect on the outcome of the vote.

THE GREEN DOT BOARD UNANIMOUSLY RECOMMENDS THAT GREEN DOT STOCKHOLDERS VOTE “FOR” THE GREEN DOT ADJOURNMENT PROPOSAL.

This section contains information for CommerceOne stockholders about the CommerceOne Special Meeting that CommerceOne has called to allow CommerceOne stockholders to consider and vote on the CommerceOne Mergers Proposal, the New CommerceOne 2026 Equity Incentive Plan Proposal and the CommerceOne Adjournment Proposal. This proxy statement/prospectus is accompanied by a notice of the CommerceOne Special Meeting, and a form of proxy card that the CommerceOne Board is soliciting for use by CommerceOne stockholders at the CommerceOne Special Meeting and at any adjournments or postponements of the CommerceOne Special Meeting.

The CommerceOne Special Meeting will be held virtually via the internet on [ ], 2026 at [ ] a.m., Central Time. The CommerceOne Special Meeting will be held in a virtual-only meeting format conducted via webcast. Stockholders may participate in the virtual meeting by accessing www.virtualshareholdermeeting.com/COMMSM2026.

At the CommerceOne Special Meeting, CommerceOne stockholders will be asked to consider and vote on the following proposals:

The CommerceOne Board recommends that you vote “FOR” the CommerceOne Mergers Proposal, “FOR” the New CommerceOne 2026 Equity Incentive Plan Proposal, and “FOR” the CommerceOne Adjournment Proposal. See the section entitled “The Mergers—CommerceOne’s Reasons for the Mergers; Recommendation of the CommerceOne Board of Directors” for a more detailed discussion of the CommerceOne Board’s recommendation.

The CommerceOne Board has fixed the close of business on [ ], 2026 as the record date for the determination of holders of CommerceOne Common Stock entitled to notice of, and to vote at, the CommerceOne Special Meeting. As of the CommerceOne record date, there were [ ] shares of CommerceOne Common Stock outstanding. Under the Bylaws of CommerceOne, adopted as of March 9, 2022 (the “CommerceOne Bylaws”), the CommerceOne Board may not fix a record date for more than 70 days before the CommerceOne Special Meeting. A list of holders of CommerceOne Common Stock entitled to notice of, and to vote at, the CommerceOne Special Meeting will be made available for inspection electronically by any stockholder beginning two business days after such notice and through the CommerceOne Special Meeting upon request by emailing investor.relations@commerceonebank.com.

Holders of a majority of the outstanding shares of CommerceOne Common Stock entitled to vote at the CommerceOne Special Meeting must be present, either in attendance virtually via the CommerceOne Special Meeting website or by proxy, to constitute a quorum at the CommerceOne Special Meeting. If you fail to submit a proxy prior to the CommerceOne Special Meeting or to vote at the CommerceOne Special Meeting via the CommerceOne Special Meeting website, your shares of CommerceOne Common Stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Under the CommerceOne Bylaws, even if less than a quorum, a majority of the shares represented at a meeting may adjourn the meeting from time to time without further notice other than announcement at the meeting.

At the CommerceOne Special Meeting, each share of CommerceOne Common Stock is entitled to one vote on all matters properly submitted to CommerceOne stockholders.

As of the close of business on the record date, CommerceOne directors and executive officers and their affiliates owned and were entitled to vote approximately [  ] shares of CommerceOne Common Stock, representing less than [ ]% of the outstanding shares of CommerceOne Common Stock. CommerceOne currently expects that CommerceOne’s directors and executive officers will vote their shares in favor of the CommerceOne Mergers Proposal, the New CommerceOne 2026 Equity Incentive Plan Proposal and the CommerceOne Adjournment Proposal. In addition, certain significant stockholders of CommerceOne who were collectively the holders of record and beneficial owners of approximately 11.49% of the outstanding CommerceOne Common Stock as of November 23, 2025 have entered into a support agreement with respect to their CommerceOne Common Stock pursuant to which, subject to the terms and conditions of the Support Agreement, each supporting CommerceOne stockholder has agreed to, among other things, vote all of its subject shares in favor of the CommerceOne Mergers Proposal. A copy of the Support Agreement is attached as Annex C to the accompanying proxy statement/prospectus. For more information, please see the section entitled “The Mergers—Support Agreement” beginning on page 211.

Vote required: If a quorum is present at the CommerceOne Special Meeting, approval of the CommerceOne Mergers Proposal requires that the number of votes cast at the CommerceOne Special Meeting favoring the CommerceOne Mergers Proposal exceeds the number of votes cast opposing the CommerceOne Mergers Proposal. In addition, the Merger Agreement provides that, as a condition to the completion of the Mergers, the CommerceOne Mergers Proposal be approved by the affirmative vote of a majority of the outstanding shares of CommerceOne Common Stock.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the CommerceOne Special Meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” such abstention will not be taken into account in determining whether the CommerceOne Mergers Proposal is approved under Alabama law. If you are not present at the CommerceOne Special Meeting, do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, such failure to vote will not be taken into account in determining whether the CommerceOne Mergers Proposal is approved. Additionally, for purposes of satisfying the closing conditions under the Merger Agreement, if you are present at the CommerceOne Special Meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” such abstention will have the same effect as a vote “AGAINST” the CommerceOne Mergers Proposal. Failure to vote on the CommerceOne Mergers Proposal will have the same effect as a vote “AGAINST” the CommerceOne Mergers Proposal for purposes of satisfying such closing conditions. If you are not present at the CommerceOne Special Meeting, do not respond by proxy or do not provide Broadridge or your bank, broker, trustee or other nominee with instructions, as applicable, such failure to vote will have the same effect as a vote “AGAINST” the CommerceOne Mergers Proposal for purposes of satisfying the closing conditions under the Merger Agreement.

Vote required: If a quorum is present at the CommerceOne Special Meeting, approval of the New CommerceOne 2026 Equity Incentive Plan Proposal requires that the number of votes cast at the CommerceOne Special Meeting favoring the New CommerceOne 2026 Equity Incentive Plan Proposal exceeds the number of votes cast opposing the New CommerceOne 2026 Equity Incentive Plan Proposal. Approval of the New CommerceOne 2026 Equity Incentive Plan Proposal is not a condition to the completion of the Mergers.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the CommerceOne Special Meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” such abstention will not be taken into account in determining whether the New CommerceOne 2026 Equity Incentive Plan Proposal is approved. If you are not present at the CommerceOne Special Meeting, do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, such failure to vote will not be taken into account in determining whether the New CommerceOne 2026 Equity Incentive Plan Proposal is approved.

Vote required: If a quorum is not present at the CommerceOne Special Meeting, the stockholders entitled to vote at the CommerceOne Special Meeting, present virtually via the CommerceOne Special Meeting website or represented by proxy, may adjourn the CommerceOne Special Meeting. Approval of the CommerceOne

Adjournment Proposal requires that the number of votes cast favoring the CommerceOne Adjournment Proposal exceeds the number of votes cast opposing the CommerceOne Adjournment Proposal at the CommerceOne Special Meeting. Approval of the CommerceOne Adjournment Proposal is not a condition to the completion of the Mergers.

Effect of abstentions, broker non-votes and failure to vote: If you are present at the CommerceOne Special Meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” such abstention will not be taken into account in determining whether the CommerceOne Adjournment Proposal is approved. If you are not present at the CommerceOne Special Meeting, do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, such failure to vote will not be taken into account in determining whether the CommerceOne Adjournment Proposal is approved.

The meeting webcast on [ ], 2026 will begin promptly at [ ] a.m., Central Time. You are encouraged to access the meeting prior to the start time. Online check-in will begin 15 minutes before the meeting time, and you should allow ample time for the check-in procedures.

Only CommerceOne stockholders or their duly authorized and constituted proxies may virtually attend the CommerceOne Special Meeting. The control number printed on your proxy card or voting instruction materials is required to virtually attend the CommerceOne Special Meeting through the website at www.virtualshareholdermeeting.com/COMMSM2026 regardless of whether you are a registered stockholder or a beneficial stockholder. CommerceOne has been advised that Google Chrome and Microsoft Edge browsers will give the best user experience for participation in the virtual meeting.

CommerceOne’s Chair is expected to lead the meeting, and members of the CommerceOne Board are expected to be present during the CommerceOne Special Meeting. During the CommerceOne Special Meeting, you will be able to hear the business of the meeting as it is conducted, vote your shares if you have not already done so, access information that would normally be available at an in-person meeting, including the list of stockholders entitled to vote at the meeting, and submit questions to be answered by CommerceOne’s Chair. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints, and CommerceOne may choose to exclude questions deemed inappropriate or not relevant to the CommerceOne Special Meeting or the proposals being considered thereat.

The virtual CommerceOne Special Meeting has been designed to provide substantially the same rights to participate as you would have at an in-person meeting. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able to submit questions before and during the meeting through the virtual meeting portal. To submit a question, log into the virtual meeting platform at [ ], type your question into the “Ask a Question” field, and click “Submit.” Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness and efficient use of time, CommerceOne may respond to only up to two questions from a single stockholder and may not be able to respond to all questions.

The virtual CommerceOne Special Meeting website will be hosted by Broadridge. In the event you have any technical difficulties logging into the meeting, support from Broadridge will be available. For more information, please go to the virtual meeting website, where you will be able to find additional information on technical support matters.

If you are a holder of record of CommerceOne Common Stock as of [ ], 2026, the record date for the CommerceOne Special Meeting, you may submit your proxy before the CommerceOne Special Meeting in any of the following ways:

If you intend to submit your proxy by via the Internet, you must do so by 10:59 p.m. Central Time on the day before the CommerceOne Special Meeting. If you intend to submit your proxy by mail, your completed proxy card must be received before the CommerceOne Special Meeting.

If you are a CommerceOne stockholder as of the record date, and you virtually attend the CommerceOne Special Meeting through the website provided using the control number from your proxy card or voting instruction materials, you may vote your shares associated with that control number online during the CommerceOne Special Meeting. Whether or not you intend to be virtually present at the CommerceOne Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card to CommerceOne in the enclosed postage-paid envelope or by e-mailing to proxyvote@commerceonebank.com or submit a proxy via the Internet as described on the enclosed instructions as soon as possible. If you then virtually attend and vote your shares during the meeting, your original proxy will be revoked by virtually attending and voting at the CommerceOne Special Meeting.

If you are the record holder of CommerceOne Common Stock, you can change your vote or revoke your proxy at any time before your proxy is voted at the CommerceOne Special Meeting. You can do this by:

As permitted by applicable law, only one copy of this proxy statement/prospectus is being delivered to CommerceOne stockholders residing at the same address, unless such CommerceOne stockholders have notified CommerceOne of their desire to receive multiple copies of the proxy statement/prospectus/consent solicitation.

CommerceOne will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any CommerceOne stockholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to CommerceOne.

CommerceOne and Green Dot will share equally the expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. CommerceOne may request banks, brokers, trustees and other intermediaries holding shares of CommerceOne Common Stock beneficially owned by others to send this document to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by electronic means, advertisements and personal solicitation by the directors, officers or employees of CommerceOne. No additional compensation will be paid to CommerceOne directors, officers or employees for solicitation.

CommerceOne management knows of no other business to be presented at the CommerceOne Special Meeting, but if any other matters are properly presented at the meeting or any adjournments or postponements thereof, the persons named in the proxies will vote upon them in accordance with the CommerceOne Board’s recommendations.

If you need assistance in completing your proxy card, have questions regarding CommerceOne’s Special Meeting or would like additional copies of this proxy statement/prospectus, please contact CommerceOne by calling (205) 545-5745.

CommerceOne is asking CommerceOne stockholders to approve the Merger Agreement and the transactions contemplated thereby, including the Mergers. CommerceOne stockholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the transactions contemplated thereby. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the CommerceOne Board approved the Merger Agreement and declared the Merger Agreement and the transactions contemplated thereby, including the Mergers, to be advisable and in the best interest of CommerceOne and CommerceOne stockholders. See “The Mergers—CommerceOne’s Reasons for the Mergers; Recommendation of the CommerceOne Board of Directors” beginning on page 142 for a more detailed discussion of the CommerceOne Board’s recommendation.

The approval of the CommerceOne Mergers Proposal by CommerceOne stockholders is a condition to the completion of the Mergers. The vote on the CommerceOne Mergers Proposal is a vote separate and apart from the votes on the New CommerceOne 2026 Equity Incentive Plan Proposal and the CommerceOne Adjournment Proposal. Accordingly, if you are a holder of CommerceOne Common Stock, you may vote to approve the New CommerceOne 2026 Equity Incentive Plan Proposal and/or the CommerceOne Adjournment Proposal and vote not to approve the CommerceOne Mergers Proposal, and vice versa.

Approval of the CommerceOne Mergers Proposal is a condition to the completion of the Mergers. If a quorum is present at the CommerceOne Special Meeting, approval of the CommerceOne Mergers Proposal requires that the number of votes cast at the CommerceOne Special Meeting favoring the CommerceOne Mergers Proposal exceeds the number of votes cast opposing the CommerceOne Mergers Proposal. In addition, the Merger Agreement provides that, as a condition to the completion of the Mergers, the CommerceOne Mergers Proposal be approved by the affirmative vote of a majority of the outstanding shares of CommerceOne Common Stock. If you are present at the CommerceOne Special Meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” such abstention will not be taken into account in determining whether the CommerceOne Mergers Proposal is approved. If you are not present at the CommerceOne Special Meeting, do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, such failure to vote will not be taken into account in determining whether the CommerceOne Mergers Proposal is approved. In addition, the Merger Agreement provides that the closing of the Mergers is conditioned on the affirmative consent to the CommerceOne Mergers Proposal by holders of a majority of the outstanding shares of CommerceOne Common Stock.

THE COMMERCEONE BOARD RECOMMENDS A VOTE “FOR” THE COMMERCEONE MERGERS PROPOSAL.

In this Proposal No. 2, we are asking our stockholders to approve the New CommerceOne 2026 Equity Incentive Plan (the “2026 Plan”). A total of [ ] shares of New CommerceOne Common Stock will initially be reserved for issuance under the 2026 Plan, subject to the increases described below. Prior to the consummation of the Mergers, the CommerceOne Board and board of New CommerceOne is expected to approve and adopt, subject to CommerceOne stockholder approval, the 2026 Plan. If stockholders approve this proposal, the 2026 Plan will become effective on the consummation of the Mergers. If the 2026 Plan is not approved by the stockholders, it will not become effective and no awards will be granted thereunder. The 2026 Plan is described in more detail below. This summary is qualified in its entirety by reference to the complete text of the 2026 Plan, a copy of which is attached hereto as Annex J.

The purpose of the 2026 Plan is to provide a means by which New CommerceOne can secure and retain the services of employees, directors and consultants, incentivize such persons to exert maximum efforts for the success of New CommerceOne and to provide a means by which such persons may be given an opportunity to benefit from increases in the value of New CommerceOne. The CommerceOne Board believes that the ability to grant equity-based incentive compensation will help New CommerceOne to attract, retain and motivate employees, consultants and directors and encourage them to devote their best efforts to New CommerceOne’s business and financial success.

Approval of the 2026 Plan by our stockholders is required, among other things, in order to comply with stock exchange rules requiring stockholder approval of equity compensation plans. If this New CommerceOne 2026 Equity Incentive Plan Proposal is approved by our stockholders, the 2026 Plan will become effective as of the Closing and New CommerceOne will register the necessary shares of New CommerceOne Common Stock on a Registration Statement on Form S-8. In the event that our stockholders do not approve this proposal, the 2026 Plan will not become effective.

New CommerceOne’s equity compensation program, as implemented under the 2026 Plan, will allow New CommerceOne to remain competitive with peer companies in the industry by giving it the resources to attract and retain talent to achieve its business objectives and build stockholder value. It is critical to New CommerceOne’s long-term success that the interests of employees and other service providers are tied to its success as “owners” of the business. Approval of the 2026 Plan will allow New CommerceOne to grant equity-based incentive compensation at levels it determines to be appropriate in order to attract new employees and other service providers, motivate and retain existing employees and service providers and to provide incentives for such persons to contribute to New CommerceOne’s success and ultimately increase stockholder value. If our stockholders approve the 2026 Plan, there will be approximately [ ] shares of New CommerceOne Common Stock, subject to the increases described below and adjustment for specified changes in New CommerceOne’s capitalization, available for grant under the 2026 Plan as of the Closing. This pool size is necessary to provide sufficient reserved shares for a level of grants that will attract, retain and motivate new and existing employees and other participants.

A summary description of the material features of the 2026 Plan is set forth below. The following summary does not purport to be a complete description of all the provisions of the 2026 Plan and is qualified in its entirety by reference to the 2026 Plan, the form of which is attached to this proxy statement as Annex J and incorporated by reference herein in its entirety.

Awards. The 2026 Plan provides for the grant of incentive stock options (“ISOs”) within the meaning of Section 422 of the Code, nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of our affiliates. Only employees, however, may receive grants of ISOs.

Eligibility. Any individual who is an employee of New CommerceOne or any of its affiliates, or any person who provides services to New CommerceOne or its affiliates, including members of the New CommerceOne Board following the Closing, is eligible to receive awards under the 2026 Plan at the discretion of the plan administrator. As of December 31, 2025, CommerceOne had 50 employees and eight directors who would be eligible to participate in the 2026 Plan and it expects that 200 employees and eight directors will be eligible to participate in the 2026 Plan after the consummation of the business combination described herein. Consultants are eligible to receive awards pursuant to the 2026 Plan, but as the plan administrator will have sole discretion to determine whether such consultants could receive an award, the number of consultants that could receive 2026 Plan awards is not determinable at this time.

Authorized Shares. Initially, the maximum number of shares of New CommerceOne Common Stock that may be issued under the 2026 Plan after it becomes effective will not exceed [ ] shares, plus an annual increase on the first day of each year beginning in 2027 and ending in 2036, equal to the lesser of (A) [three] percent of the

shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the New CommerceOne Board, or a duly authorized committee thereof. The maximum number of shares of New CommerceOne Common Stock that may be issued on the exercise of ISOs under the 2026 Plan is [ ] shares.

Shares subject to stock awards granted under the 2026 Plan that are assumed, converted or substituted as a result of New CommerceOne’s acquisition of another company do not reduce the number of shares available for issuance under the 2026 Plan. Available shares under a stockholder approved plan of an acquired company may be granted under the 2026 Plan and do not reduce the maximum number of shares available for issuance under the 2026 Plan. If any shares of New CommerceOne Common Stock issued pursuant to a stock award expire, terminate, or are forfeited back to, or reacquired by, New CommerceOne (i) because of the failure to vest, (ii) because an award is settled in cash (in whole or in part), (iii) to satisfy the exercise, strike or purchase price or (iv) to satisfy a tax withholding obligation in connection with an award, the shares that expire, terminate or are forfeited or reacquired by the Company will again become available for issuance under the 2026 Plan.

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid to such non-employee director, will not exceed $1,000,000 in total value; provided, that (x) this limitation will not apply with respect to the calendar year during which any such director is newly appointed and (y) the independent members of the Board may make exceptions to this limit for a director participating in a special committee (provided that the non-employee director who will receive the additional compensation may not participate in the decision to award such additional compensation).

Plan Administration. The compensation committee of the New CommerceOne Board will administer the 2026 Plan and is referred to as the “plan administrator” herein. The plan administrator may also delegate the powers, authorities and discretions conferred on it under the 2026 Plan; provided that, in delegating its authority, the plan administrator will consider the extent to which any delegation may cause awards not to be exempt from Section 16 of the Exchange Act pursuant to Rules 16(b)-3(d)(1) or 16(b)-3(e) thereunder. Under the 2026 Plan, the plan administrator has the authority to determine the terms of its equity-based award grants, including recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.

Under the 2026 Plan, the plan administrator also generally has the authority to effect, with the consent of any materially adversely affected participant, (a) the reduction of the exercise, purchase or strike price of any outstanding option or stock appreciation right, (b) the cancellation of any outstanding option or stock appreciation right and the grant in substitution therefore of other awards, cash or other consideration or (c) any other action that is treated as a repricing under GAAP; provided, however, that if any such action constitutes a repricing under then-applicable stock exchange rules and listing standards it will be subject to the approval of New CommerceOne’s stockholders.

Stock Options. ISOs and NSOs are granted under award agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2026 Plan; provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of New CommerceOne Common Stock on the date of grant. The plan administrator also determines the terms and conditions of ISOs and NSOs, including vesting and forfeiture terms.

The plan administrator determines the term of stock options granted under the 2026 Plan, up to a maximum of ten years. In no event may an option be exercised after the expiration of its term.

Acceptable consideration for the purchase of New CommerceOne Common Stock issued upon the exercise of a stock option will be cash or certified or official bank check or as determined by the plan administrator, which may include (a) personal check, (b) shares of New CommerceOne Common Stock or (c) other forms of consideration approved by the plan administrator and acceptable under applicable law. The plan administrator may also make arrangements for the cashless exercise of a stock option.

Unless the plan administrator provides otherwise, options and stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of New CommerceOne Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of New CommerceOne’s stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of New CommerceOne’s total combined voting power or, if applicable, that of its parent or any of its subsidiary corporations unless (a) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (b) the term of the ISO does not exceed five years from the date of grant.

Stock Appreciation Rights. Stock appreciation rights are granted under award agreements adopted by the plan administrator. The plan administrator also determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of New CommerceOne Common Stock on the date granted. The plan administrator determines the terms and conditions of stock appreciation awards, including vesting and forfeiture terms. Stock appreciation rights may be settled in cash or shares of New CommerceOne Common Stock or in any other form of payment, as determined by the plan administrator and specified in the award agreement.

The plan administrator determines the term of stock appreciation rights granted under the 2026 Plan, up to a maximum of ten years. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Restricted Stock Unit Awards. Restricted stock unit awards are granted under award agreements adopted by the plan administrator. The plan administrator determines the terms and conditions of restricted stock unit awards, including vesting and forfeiture terms. A restricted stock unit award may be settled by cash, delivery of shares of New CommerceOne Common Stock, a combination of cash and shares of New CommerceOne Common Stock as determined by the plan administrator, or in any other form of consideration set forth in the award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award; provided that all such dividend equivalents will be paid to the relevant participant when the award vests and will revert back to New CommerceOne if the award upon which such dividend equivalent were paid reverts back to New CommerceOne.

Restricted Stock Awards. Restricted stock awards are granted under award agreements adopted by the plan administrator. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms.

Performance Awards. The 2026 Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.

The performance goals will be established by the plan administrator in connection with the grant, and may be adjusted, modified or amended by the plan administrator, at any time, retrospectively or prospectively. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to New CommerceOne Common Stock. The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Changes to Capital Structure. In the event there is a specified type of change in New CommerceOne’s capital structure, such as a stock split, reverse stock split or recapitalization, appropriate adjustments will be made to (a) the maximum number of shares reserved for issuance under the 2026 Plan, (b) the maximum number of shares that may be issued on the exercise of ISOs, (c) the individual participant limitations pertaining to stock options and stock appreciation rights and (d) the terms of any outstanding stock awards, including, without limitation, the number of shares, the type of property or securities to which the award relates and the exercise price or strike price.

Change in Control Transactions. Unless the New CommerceOne plan administrator determines otherwise or as otherwise provided in the applicable award agreement, if a participant’s continuous service is terminated without cause, or the participant resigns for good reason, in either case, on or within two years after a change in control: (a) each award granted to such participant before such change in control will become fully vested (including the

lapsing of all restrictions and conditions) and, as applicable, exercisable; and (b) any shares deliverable pursuant to restricted stock units will be delivered promptly (but no later than 15 days) following such participant’s termination of continuous service. As of the change in control date, any outstanding performance award shall be deemed earned at the greater of the target level and the actual performance level at the date of the change in control with respect to all open performance periods and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the change in control in accordance with the original performance period.

In the event of a change in control, the plan administrator, in its sole discretion, will take one or more of the following actions with respect to awards:

In the event that the consideration paid in the change in control includes contingent value rights, earnout or indemnity payments or similar payments, then the plan administrator will determine if awards settled under the 2026 Plan are (a) valued at closing taking into account such contingent consideration (with the value determined by the plan administrator in its sole discretion) or (b) entitled to a share of such contingent consideration. For the avoidance of doubt, in the event of a change in control where all stock options and stock appreciation rights settled for an amount (as determined in the sole discretion of the plan administrator) of cash or securities, the plan administrator may, in its sole discretion, terminate any stock option or stock appreciation right for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the change in control transaction without payment of consideration therefor. Similar actions to those described herein may be taken in the event of a merger or other corporate reorganization that does not constitute a change in control.

Plan Amendment or Termination. The plan administrator has the authority to amend, suspend or terminate the 2026 Plan at any time; provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of New CommerceOne’s stockholders. The 2026 Plan will terminate on the day before the tenth anniversary of its effective date; provided, however, that all awards made under the 2026 Plan before its termination will remain in effect until such awards have been satisfied or terminated in accordance with the terms of the 2026 Plan and the applicable award agreements. No awards may be granted under the 2026 Plan while it is suspended or after it is terminated.

The following is a summary of the principal U.S. federal income tax consequences to participants and New CommerceOne with respect to participation in the 2026 Plan, which will not become effective until the Closing. No awards will be issued under the 2026 Plan prior to the Closing. This summary is not intended to be

exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired the 2026 Plan. The 2026 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. New CommerceOne’s ability to realize the benefit of any tax deductions described below depends on New CommerceOne’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of New CommerceOne’s tax reporting obligations.

Nonstatutory Stock Options. Generally, a participant will not be subject to taxation upon the grant of a NSO. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price and will be subject to income tax withholding and FICA and FUTA taxes (“Employment Taxes”). The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on the day following exercise.

Incentive Stock Options. The 2026 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. However, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised.

If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

Stock Appreciation Rights. Generally, a participant will not be subject to taxation upon the grant of a stock appreciation right. Upon exercise of the stock appreciation right, a participant will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise and will be subject to Employment Taxes. A participant’s basis in any shares received will be equal to the fair market value of the shares on the date of exercise, and the holding period in the shares will begin on the day following the date of exercise.

Restricted Stock Awards. A participant will not be subject to tax upon receipt of a restricted stock award unless the participant makes a Section 83(b) election referred to below. Upon lapse of the forfeiture conditions or transfer restrictions (each, a “Vesting Date”), a participant will recognize ordinary income equal to the fair market value of the shares on the date of lapse (less any amount the participant may have paid for the shares) and will be subject to Employment Taxes. A participant’s basis in the shares received will be equal to the fair market value of the shares on the Vesting Date, and the holding period in the shares begins on the Vesting Date. If any dividends are paid on the shares prior to the Vesting Date, they will be includible in a participant’s income during the restricted period as additional compensation (and not as dividend income).

Unless prohibited by the applicable award agreement, a participant may elect, within 30 days after the date of the grant of the restricted stock, to recognize immediately (as ordinary income) the fair market value of the shares awarded (less any amount the participant may have paid for the shares), determined on the date of grant (without regard to the forfeiture conditions and transfer restrictions) and will be subject to Employment Taxes.

This election is made pursuant to Section 83(b) of the Internal Revenue Code and the regulations thereunder. If a participant makes this election, the holding period will begin the day after the date of grant, dividends paid on the shares will be subject to the normal rules regarding distributions on stock and no additional income will be recognized by the participant upon the Vesting Date. However, if a participant forfeits the restricted stock before the Vesting Date, no deduction or capital loss will be available to the participant (even though the participant previously recognized income with respect to the forfeited shares).

Restricted Stock Unit Awards. A participant will not be subject to tax upon the grant of a restricted stock unit award. Upon vesting of the restricted stock unit award, a participant will be subject to Employment Taxes, and upon distribution of the shares and/or cash underlying the RSUs, a participant will recognize as ordinary income an amount equal to the fair market value (measured on the date of distribution) of the shares and/or cash received. This amount of income will be subject to income tax withholding on the date of distribution. A participant’s basis in any shares received will be equal to the fair market value of the shares on the date of distribution, and the holding period in the shares will begin on the day following the date of distribution. If any dividend equivalent amounts are paid to a participant, they will be includible in the participant’s income as additional compensation (and not as dividend income).

Deductions. New CommerceOne generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with the delivery of shares of New CommerceOne Common Stock pursuant to a restricted stock unit award, the exercise of an option or stock appreciation right or the lapse of restrictions on restricted stock. The Company will not be entitled to any tax deduction with respect to an ISO if the participant holds the shares for the required holding period prior to disposition of shares. New CommerceOne generally is not entitled to a deduction for amounts paid under the 2026 Plan that represents compensation paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000.

Section 409A. Unless otherwise expressly provided for in an award agreement, the 2026 Plan and award agreements thereunder will be interpreted to the greatest extent possible in a manner that makes the 2026 Plan and the awards granted thereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with the requirements of Section 409A. If an award is subject to Section 409A, but does not comply with the requirements of Section 409A, the taxable events as described above could apply earlier than described and could result in the imposition of an additional 20% excise tax and interest charge on the award.

Golden Parachute Payments. The ability of New CommerceOne (or the ability of one of its subsidiaries) to obtain a deduction for future payments under the 2026 Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain “excess parachute payments” made in connection with a change in control of an employer-corporation.

The awards, if any, that will be made to eligible persons under the 2026 Plan are subject to the discretion of the New CommerceOne Board. Therefore, CommerceOne cannot currently determine the benefits or number of shares that may be subject to awards granted under the 2026 Plan in the future. CommerceOne did not grant any equity-based awards to any employees (including its executive officers) or directors in 2025.

The 2026 Plan will not be implemented unless approved by the stockholders. If the 2026 Plan is not approved by the stockholders, the 2026 Plan will not be adopted and no awards will be granted thereunder. Instead, New CommerceOne may elect to provide compensation through other means, such as cash-settled awards or other cash compensation, to assure that New CommerceOne and its subsidiaries can attract and retain qualified personnel.

The New CommerceOne 2026 Equity Incentive Plan Proposal is conditioned on the approval of the CommerceOne Mergers Proposal at the special meeting. If the CommerceOne Mergers Proposal is not approved, this New CommerceOne 2026 Equity Incentive Plan Proposal will have no effect, even if approved by our stockholders.

If a quorum is present at the CommerceOne Special Meeting, approval of the New CommerceOne 2026 Equity Incentive Plan Proposal requires that the number of votes cast at the CommerceOne Special Meeting favoring the New CommerceOne 2026 Equity Incentive Plan Proposal exceeds the number of votes cast opposing the New CommerceOne 2026 Equity Incentive Plan Proposal. If you are present at the CommerceOne Special Meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” such abstention will not be taken into account in determining whether the New CommerceOne 2026 Equity Incentive Plan Proposal is approved. If you are not present at the CommerceOne Special Meeting, do not respond by proxy or do not provide your bank, broker, trustee or other nominee with instructions, as applicable, such failure to vote will not be taken into account in determining whether the New CommerceOne 2026 Equity Incentive Plan Proposal is approved.

THE COMMERCEONE BOARD RECOMMENDS THAT COMMERCEONE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NEW COMMERCEONE 2026 EQUITY INCENTIVE PLAN PROPOSAL.

The CommerceOne Special Meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the CommerceOne Special Meeting to approve the CommerceOne Mergers Proposal. If, at the CommerceOne Special Meeting, the number of shares of CommerceOne Common Stock present virtually or represented and voting in favor of the CommerceOne Mergers Proposal is insufficient to approve the CommerceOne Mergers Proposal, CommerceOne intends to move to adjourn the CommerceOne Special Meeting in order to enable the CommerceOne Board to solicit additional proxies for approval of the CommerceOne Mergers Proposal. In that event, CommerceOne will ask CommerceOne stockholders to vote upon the CommerceOne Adjournment Proposal, but not the CommerceOne Mergers Proposal.

In this proposal, CommerceOne is asking CommerceOne stockholders to authorize the holder of any proxy solicited by the CommerceOne Board, on a discretionary basis, to vote in favor of adjourning the CommerceOne Special Meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from CommerceOne stockholders who have previously voted, if a quorum is not present or if there are not sufficient votes at the time of the CommerceOne Special Meeting to approve the CommerceOne Mergers Proposal. Pursuant to the CommerceOne Bylaws, the CommerceOne Special Meeting may be adjourned without further notice being given.

The approval of the CommerceOne Adjournment Proposal by CommerceOne stockholders is not a condition to the completion of the Mergers. The vote on the CommerceOne Adjournment Proposal is a vote separate and apart from the votes on the CommerceOne Mergers Proposal and the New CommerceOne 2026 Equity Incentive Plan Proposal. Accordingly, if you are a holder of CommerceOne Common Stock, you may vote to approve the CommerceOne Mergers Proposal and/or the New CommerceOne 2026 Equity Incentive Plan Proposal and vote not to approve the CommerceOne Adjournment Proposal, and vice versa.

Whether or not a quorum is present at the meeting, approval of the CommerceOne Adjournment Proposal requires that the number of votes cast favoring the CommerceOne Adjournment Proposal exceeds the number of votes cast opposing the CommerceOne Adjournment Proposal at the CommerceOne Special Meeting. If you are present at the CommerceOne Special Meeting and abstain from voting, or respond by proxy with an “ABSTAIN,” such abstention will have no effect on such proposal. If you are not present at the CommerceOne Special Meeting, do not respond by proxy and do not provide your bank, broker, trustee or other nominee with instructions, as applicable, such failure to vote will have no effect on the vote count for such proposal.

THE COMMERCEONE BOARD RECOMMENDS A VOTE “FOR” THE COMMERCEONE ADJOURNMENT PROPOSAL.

1675 N. Freedom Blvd (200 West) Building 1

Provo, UT 84604

(626) 765-2000

Green Dot is a financial technology platform and registered bank holding company that builds banking and payment solutions to create value, retain and reward customers, and accelerate growth for businesses of all sizes. For more than two decades, Green Dot has delivered financial tools and services that address the most pressing financial needs of consumers and businesses, and that transform the way people and businesses manage and move money. Through Green Dot Bank, Green Dot’s wholly-owned subsidiary, Green Dot delivers a broad spectrum of financial products to consumers and businesses through its portfolio of brands, including debit, checking, credit, prepaid, and payroll cards, as well as robust money processing services, such as tax refunds, cash deposits and disbursements.

Green Dot delivers a broad spectrum of financial products to consumers and businesses through its portfolio of brands, including: GO2bank, a leading digital and mobile bank account offering simple, secure and useful banking for Americans living paycheck to paycheck; the Green Dot Network of more than 90,000 retail distribution and cash access locations nationwide; Arc by Green Dot, the single-source embedded finance platform combining all of Green Dot’s secure banking and money processing capabilities to power businesses at all stages of growth; rapid! wage and disbursements solutions, providing pay card and earned wage access services to more than 7,000 businesses and their employees; and Santa Barbara Tax Products Group, Green Dot and its subsidiaries’ tax division, which processes more than 14 million tax refunds annually.

Founded in 1999, Green Dot has managed more than 80 million accounts to date both directly and through its partners. Green Dot Bank is a subsidiary of Green Dot Corporation and member of the FDIC.

Green Dot’s common stock is traded on the NYSE under the symbol “GDOT.”

17 20th Street North, Suite 500

Birmingham, AL 35203

(205) 719-5750

CommerceOne is a privately-owned bank holding company whose business is conducted by its wholly-owned subsidiary, CommerceOne Bank. Founded in 2018, CommerceOne Bank is a commercial bank headquartered in Birmingham, Jefferson County, Alabama. CommerceOne Bank provides a full range of banking services in its primary market area of Jefferson County and the central Alabama area.

As of September 30, 2025, CommerceOne had total assets of approximately $834 million, total loans and leases of approximately $692 million and total deposits of approximately $736 million.

CommerceOne is a bank holding company under the BHC Act. As a result, CommerceOne is primarily subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Federal Reserve Board. CommerceOne Bank operates under an Alabama state banking charter issued by the ASBD, its primary state regulator. CommerceOne Bank is not a member of the Federal Reserve System. CommerceOne Bank is a member of the Federal Home Loan Bank (“FHLB”) system, and maintains insurance on deposit accounts with the FDIC, which is CommerceOne Bank’s primary federal regulator.

CommerceOne depends on dividends, distributions and other payments from CommerceOne Bank to meet CommerceOne’s obligations. Because of regulatory considerations and restrictions, CommerceOne Bank’s profitability affects the amount of dividends that CommerceOne Bank may pay to CommerceOne.

CommerceOne Bank provides private banking, commercial banking and treasury management services in its primary market area of Jefferson County and the central Alabama area.

CommerceOne Bank’s private banking products include checking, savings and money market accounts, along with online and mobile banking and notary services. Private banking clients also have access to a variety of consumer credit products, including home equity lines of credit, home equity loans, construction loans, private banking lines of credit, loans secured by raw or farm land and other term loans.

CommerceOne Bank’s banking products and services for businesses include commercial checking, savings and money market accounts. Commercial banking clients also have access to a variety of commercial credit products, including term loans, equipment financing, working capital lines of credit, commercial real estate loans, loans guaranteed by the Small Business Administration, government contracting lines of credit and specialty vehicle loans.

Treasury management services include domestic and international wire transfer capabilities, ACH origination, positive pay services, lockbox processing, sweep services, and cash-management reporting tools. CommerceOne Bank also offers Autobooks, a receivables and payments solution, which allows commercial clients to invoice customers and receive electronic payments.

As of September 30, 2025, CommerceOne Bank employed 52 full-time equivalent employees. No employees of CommerceOne Bank are covered by a collective bargaining agreement.

CommerceOne’s executive offices and the main office of CommerceOne Bank are located at 17 20th Street North, Suite 500, Birmingham, Alabama 35203. CommerceOne Bank also operates one branch location in Mountain Brook, Alabama. Both locations are leased under lease agreements with renewal options through 2050. CommerceOne believes that upon expiration of each of its leases it will be able to extend the leases on satisfactory terms or relocate to another acceptable location. CommerceOne believes that both locations are in good condition and adequate to meet its present needs.

In the normal course of business, CommerceOne is involved in various legal proceedings. In the opinion of CommerceOne’s management, any liability resulting from such proceedings would not have a material effect on CommerceOne’s consolidated financial statements.

The banking industry is highly competitive. CommerceOne Bank competes to make loans, attract deposits, and provide other financial services with other banks and other kinds of financial institutions, such as savings and loan associations, credit unions, mortgage brokers, private lenders, securities firms, and insurance companies, many of which have national reach and greater resources or are subject to less stringent regulations. The deregulation of the banking industry and the widespread enactment of state laws which permit multi-bank holding companies as well as an increasing level of interstate banking have created a highly competitive environment for private and commercial banking, and competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a growing variety of traditional and nontraditional alternatives, including fintech companies, which have grown significantly in recent years.

For more information about CommerceOne, please visit https://www.commerceonebank.com. The information provided on CommerceOne’s website is not part of this proxy statement/prospectus statement and is not incorporated herein by reference.

17 20th Street North, Suite 500

Birmingham, AL 35203

(205) 719-5750

Compass Sub North, Inc. (“New CommerceOne”) is a Delaware corporation and a direct, wholly-owned subsidiary of CommerceOne. New CommerceOne was formed in connection with the Merger Agreement and the Mergers for the purpose of holding CommerceOne Bank and Green Dot Bank as wholly-owned subsidiaries

following completion of the Mergers. The business of New CommerceOne will be the combined business of CommerceOne Bank and Green Dot Bank. New CommerceOne is expected to change its name to “CommerceOne Financial Corporation” in connection with the Mergers.

17 20th Street North, Suite 500

Birmingham, AL 35203

(205) 719-5750

Compass Sub East, Inc. (“Merger Sub One”) is a Delaware corporation, a direct, wholly-owned subsidiary of New CommerceOne and an indirect, wholly-owned subsidiary of CommerceOne. Merger Sub One was incorporated in connection with the Merger Agreement and the Mergers, and is not an operating company. Upon the completion of the CommerceOne Merger, Merger Sub One will merge with and into CommerceOne and cease to exist.

17 20th Street North, Suite 500

Birmingham, AL 35203

(205) 719-5750

Compass Sub Northwest, Inc. (“Merger Sub Two Holdco”) is a Delaware corporation, a direct, wholly-owned subsidiary of New CommerceOne and an indirect, wholly-owned subsidiary of CommerceOne. Merger Sub Two Holdco was incorporated in connection with the Merger Agreement and the Mergers, and is not an operating company. Upon completion of the Mergers, Merger Sub Two Holdco will be a wholly-owned subsidiary of New CommerceOne.

17 20th Street North, Suite 500

Birmingham, AL 35203

(205) 719-5750

Compass Sub West, Inc. (“Merger Sub Two”) is a Delaware corporation, a direct, wholly-owned subsidiary of Merger Sub Two Holdco and an indirect, wholly-owned subsidiary of New CommerceOne and CommerceOne. Merger Sub Two was incorporated in connection with the Merger Agreement and the Mergers, and is not an operating company. Upon the completion of the Green Dot Merger, Merger Sub Two will merge with and into Green Dot and cease to exist. Immediately following the First Mergers, Green Dot will convert into a limited liability company (the “Conversion”), and immediately following the Conversion, Green Dot will distribute the stock of Green Dot Bank to Merger Sub Two Holdco (the “Distribution”). Immediately following the Distribution, Payments Buyer will acquire Green Dot and Green Dot’s non-bank financial technology and related assets and operations through the Payments Sale.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes thereto and other financial information included elsewhere in this proxy statement/prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Factors that could cause such differences are discussed in the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this proxy statement/prospectus. We assume no obligation to update any of these forward-looking statements except to the extent required by law. Unless otherwise specified or the context otherwise requires, all references to “CommerceOne,” “we,” “our,” “us” and “our company” refer to CommerceOne and its subsidiaries.

CommerceOne, an Alabama corporation, is a privately owned bank holding company whose business is conducted by its wholly-owned subsidiary, CommerceOne Bank. Founded in 2018, CommerceOne Bank is a commercial bank headquartered in Birmingham, Jefferson County, Alabama. CommerceOne Bank provides a full range of banking services, including private banking, commercial banking and treasury management services, in its primary market area of Jefferson County and the central Alabama area. In addition to its main office in Birmingham, Alabama, CommerceOne Bank has entered into a lease for one branch location in Mountain Brook, Alabama. The branch commenced operations on October 2, 2025.

As of September 30, 2025, CommerceOne had total assets of approximately $834 million, total loans of approximately $692 million and total deposits of approximately $736 million.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparing these statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. We believe that the estimates most susceptible to significant change in the near term relate to determining the allowance for credit losses on loans. Our significant accounting policies are detailed in Note 1, “Summary of Significant Accounting Policies,” to our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

To supplement our consolidated financial statements prepared in accordance with GAAP, we use certain non-GAAP financial measures to evaluate our financial condition, results of operations and capital position. Management uses these non-GAAP financial measures for internal planning and forecasting purposes and believes they provide useful information to investors by facilitating period-to-period comparisons and enhancing comparability with other financial institutions. For interim periods, return metrics are annualized based on year-to-date results.

These non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As a result, our non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered in isolation or as a substitute for our consolidated financial statements presented in accordance with GAAP. You should review the reconciliations below and should not rely on any single financial measure to evaluate CommerceOne’s business.

Tangible common equity (“tangible book value”) is a non-GAAP financial measure calculated as total stockholders’ equity less goodwill and other intangible assets. CommerceOne does not have goodwill or other intangible assets; however, this measure is presented to enhance comparability with other financial institutions that may have such assets.

Management believes tangible common equity is useful because it presents CommerceOne’s capital position on a basis comparable to financial institutions that have goodwill or other intangible assets.

Reconciliation of Tangible Common Equity to GAAP Stockholders’ Equity:

Return on average tangible common equity (“ROATCE”) is a non-GAAP financial measure calculated as net income divided by average tangible common equity. Because CommerceOne does not have goodwill or other intangible assets, average tangible common equity equals average total stockholders’ equity.

Management believes ROATCE is useful because it measures profitability based on tangible capital, allowing for comparability with financial institutions that have goodwill or other intangible assets.

Reconciliation of ROATCE to Return on Average Stockholders’ Equity (ROE):

The following table sets forth the principal components of net income for the periods indicated.