QFTAW Quantum FinTech Acquisition Corporation (PK)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): February 8, 2024

 

Quantum FinTech Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-40009		85-3286402
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4221 W. Boy Scout Blvd., Suite 300 Tampa, FL		33607
(Address of principal executive offices)		(Zip Code)

 

(813) 257-9366

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		QFTA		NYSE American LLC
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50		QFTAW		OTC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Introductory Note.

 

As previously announced, on November 16, 2022, Quantum FinTech Acquisition Corporation, a Delaware corporation (“Quantum”), entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”) by and among Quantum, Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of Quantum (“New Pubco”), Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation and Robert McBey. The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”

 

On February 9, 2024 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub 1 merged with and into Quantum, with Quantum surviving as a wholly-owned subsidiary of New Pubco, and Merger Sub 2 merged with and into AtlasClear, with AtlasClear surviving as a wholly-owned subsidiary of New Pubco. In addition, AtlasClear completed its acquisition of broker-dealer Wilson-Davis & Co., Inc.

 

On the Closing Date, the following securities issuances were made by New Pubco to Quantum’s securityholders: (i) each outstanding share of Class B common stock of Quantum was exchanged for one share of New Pubco Class A Common Stock, (ii) each outstanding share of Class A common stock of Quantum was exchanged for one share of New Pubco Class A Common Stock, and (iii) each outstanding warrant of Quantum was assumed by New Pubco and became a warrant of New Pubco (“New Pubco Warrant”). In addition, New Pubco changed its name to “AtlasClear Holdings, Inc.”

 

As a result of the completion of the Business Combination by the deadline under Quantum’s charter, Quantum did not need to implement the charter amendment for an additional extension, which was approved by its stockholders at a special meeting held on February 8, 2024 (the “Special Meeting”).

 

The description of the Business Combination Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of (i) the Business Combination Agreement, which was filed as Exhibit 2.1 to Quantum’s Current Report on Form 8-K filed on November 17, 2022, (ii) the Amendment No. 1 to Business Combination Agreement, which was filed as Exhibit 2.1 to Quantum’s Current Report on Form 8-K filed on May 2, 2023, (iii) the Amendment No. 2 to Business Combination Agreement, which was filed as Exhibit 2.1 to Quantum’s Current Report on Form 8-K filed on August 10, 2023, (iv) the Amendment No. 3 to Business Combination Agreement, which was filed as Exhibit 2.1 to Quantum’s Current Report on Form 8-K filed on November 6, 2023, (v) the Amendment No. 4 to Business Combination Agreement, which was filed as Exhibit 2.1 to Quantum’s Current Report on Form 8-K filed on November 24, 2023, (vi) the Amendment No. 5 to Business Combination Agreement, which was filed as Exhibit 2.1 to Quantum’s Current Report on Form 8-K filed on December 15, 2023, each of which is incorporated by reference herein, and (vii) the Amendment No. 6 to Business Combination Agreement, which was filed as Exhibit 2.1 to Quantum’s Current Report on Form 8-K filed on January 9, 2024.

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

On the Closing Date, Quantum, New Pubco and Continental Stock Transfer & Trust Company (“Continental”) entered into that certain Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”). The New Warrant Agreement amends that certain Warrant Agreement, dated as of February 4, 2021, by and between Quantum and Continental (the “Existing Warrant Agreement”), to provide for the assignment by Quantum of all its rights, title and interest in the warrants of Quantum to New Pubco. Pursuant to the New Warrant Agreement, all Quantum warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Quantum’s Class A common stock, but instead will be exercisable for shares of New Pubco Class A common stock.

 

The foregoing description of the New Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the New Warrant Agreement, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

In connection with the consummation of the Business Combination, on the Closing Date, Quantum and New Pubco notified the NYSE American LLC (the “NYSE American”) that the certificate of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that Quantum’s outstanding securities had been converted into New Pubco Class A common stock and New Pubco Warrants, as described in the Introductory Note above. On February 12, 2024, the NYSE American filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Quantum’s securities from the NYSE American and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note, Item 1.01, Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.01 Changes in Control of Registrant.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

As a result of the consummation of the Business Combination, a change in control of Quantum occurred. Following the consummation of the Business Combination, Quantum became a wholly owned subsidiary of New Pubco.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On February 8, 2024, the Company held the Special Meeting. On January 22, 2024, the record date for the Special Meeting, there were 10,081,634 shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 73.5% of which were represented in person or by proxy at the Special Meeting.

 

The final result for the matter submitted to a vote of the Company’s stockholders at the Special Meeting was as follows:

 

 

Charter Amendment Proposal

 

The stockholders approved the proposal to amend the Company’s Charter, to extend the date by which the Company has to consummate a business combination for an additional two months, from the Termination Date to the Extended Date, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an amount determined by multiplying $0.02 by the number of public shares then outstanding, up to a maximum of $40,000 for each such one-month extension unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The voting results were as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,400,440		13,992		0		n/a

 

As a result of the completion of the Business Combination by the deadline under Quantum’s charter, Quantum did not need to implement the charter amendment for an additional extension. As a result, Quantum did not redeem any public shares submitted for redemption solely in connection with the Special Meeting.

 

Item 7.01 Regulation FD Disclosure.

 

On February 12, 2024, New Pubco issued a press release announcing the closing of the Business Combination. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.		Description
4.1		Assignment, Assumption and Amendment Agreement, dated as of February 9, 2024, by and among the registrant, Calculator New Pubco, Inc., and Continental Stock Transfer & Trust Company
99.1		Press Release, dated February 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Quantum FinTech Acquisition Corporation
	By:	/s/ John Schaible
	Name:	John Schaible
	Title:	Chief Executive Officer

 

Date: February 13, 2024

 

 

4

 

 

Exhibit 4.1

 

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

 

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [●], 2023, is made by and among Quantum FinTech Acquisition Corporation, a Delaware corporation (the “Company”), Calculator New Pubco, Inc., a Delaware Corporation (“New Pubco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated February 4, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

 

WHEREAS, pursuant to the Existing Warrant Agreement, (i) the Company has issued (a) 20,125,000 Public Warrants and (b) 6,153,125 Private Placement Warrants (collectively, the “Warrants”);

 

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

 

WHEREAS, on November 16, 2022, the Company, New Pubco, Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”), and Robert McBey entered into a Business Combination Agreement (as amended, modified or supplemented from time to time, the “Business Combination Agreement”)

 

WHEREAS, the transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination”;

 

WHEREAS, pursuant to the Business Combination Agreement, among other things, (i) Merger Sub 1 will merge with and into Quantum, with Quantum continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 will merge with and into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco;

 

WHEREAS, upon consummation of the Business Combination, as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for shares of common stock of the Company but instead will be exercisable (subject to the terms of the Existing Warrant Agreement as amended hereby) for New Pubco common stock;

 

WHEREAS, in connection with the Business Combination, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to New Pubco and New Pubco wishes to accept such assignment; and

 

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders (i) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in the Warrant Agreement and the Warrants, or (ii) as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders in any material respect under the Existing Warrant Agreement.

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

 

1.	Assignment and Assumption; Consent.

 

1.1

Assignment and Assumption. As of and with effect on and from the First Effective Time (as defined in the Business Combination Agreement), the Company hereby assigns to New Pubco all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) and New Pubco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising on, from and after the First Effective Time.

 

 

1.2

Consent. The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement by the Company to New Pubco and the assumption of the Existing Warrant Agreement by New Pubco from the Company pursuant to Section 1.1, in each case effective as of the First Effective Time, and (ii) the continuation of the Existing Warrant Agreement (as amended hereby) in full force and effect from and after the First Effective Time.

 

2.	Amendment of Existing Warrant Agreement.

 

Effective as of the First Effective Time, the Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are to provide for the delivery of the kind and amount of shares of stock or other securities or property (including cash) receivable upon reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event pursuant to Section 4.5 of the Existing Warrant Agreement (in connection with the Business Combination and the transactions contemplated by the Business Combination Agreement).

 

2.1	References to the “Company”. All references to the “Company” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to New Pubco.

 

2.2	References to Common Stock. All references to “Common Stock” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to shares of New Pubco common stock.

 

2.3

References to Business Combination. All references to “Business Combination” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “the completion of the Company’s initial business combination” and all variations thereof in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the First Effective Time.

 

2.4	References to “stockholder”. All references to a “stockholder” of the Company in the Existing Warrant Agreement (including all Exhibits thereto) shall be construed as a reference to a “stockholder” of New Pubco.

 

2.5	Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

 

“[INTENTIONALLY OMITTED]”

 

2.6	Post IPO Warrants. All references to “Post IPO Warrant” in the Existing Warrant Agreement shall be deleted.

 

2.7	Duration of Warrants. The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

 

“A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days after the consummation of the transactions contemplated by the Business Combination Agreement (a “Business Combination”), and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Business Combination is completed, (y) the liquidation of the Company, or (z) other than with respect to the Private Placement Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement.”

 

 

2.8	Notice Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

 

“Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the Registered Holder of any Warrant to or on New Pubco shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by New Pubco with the Warrant Agent) as follows:

 

Calculator New Pubco, Inc.
4221 W. Boy Scout Blvd.
Suite 300
Tampa, FL 33607
Tel: (727) 446-6660

Email: cridenhour@atlasclear.com

Attention: Craig Ridenhour

 

with a copy (which shall not constitute notice) to:

 

Greenberg Traurig, LLP

333 S.E. 2nd Avenue

Suite 4400

Miami, FL 33131

Email: annexa@gtlaw.com and simonj@gtlaw.com

Attention: Alan Annex and Jason Simon

 

with a copy (which shall not constitute notice) to:

 

Nelson Mullins Riley & Scarborough LLP
101 Constitution Ave. NW, Suite 900
Washington, DC 20001
Tel: (202) 689-2800

Email:  jon.talcott@nelsonmullins.com and peter.strand@nelsonmullins.com

Attention: Jonathan H. Talcott, Esq. and E. Peter Strand, Esq.

 

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

 

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department”

 

3.	Miscellaneous Provisions.

 

3.1

Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Business Combination and substantially contemporaneous occurrence of the First Effective Time and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

 

3.2	Successors. All the covenants and provisions of this Agreement by or for the benefit of New Pubco, the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

 

 

3.3

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of New Pubco and the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Each of New Pubco and the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

 

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 3.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

 

3.4

Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

3.5	Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

 

3.6

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Assignment, Assumption and Amendment Agreement to be duly executed as of the date first above written.

 

	QUANTUM FINTECH ACQUISITION CORPORATION
	By:	/s/ John Schaible
		Name: John Schaible
		Title: Chief Executive Officer
	CALCULATOR NEW PUBCO, INC.
	By:	/s/ Robert McBey
		Name: Robert McBey
		Title: Chief Executive Officer
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	By:	/s/ Douglas Reed
		Name: Douglas Reed
		Title: Vice President

 

[Signature Page to Assignment, Assumption and Amendment Agreement]

 

 

5

Exhibit 99.1

 

AtlasClear Announces Closing of Business Combination with Quantum FinTech Acquisition Corporation and Acquisition of Wilson-Davis & Co.

 

AtlasClear Expected to Begin Trading on the NYSE on Monday, February 12 Under the Ticker “ATCH”

 

Tampa, FL – February 12, 2024 – AtlasClear, Inc. announced today the completion on Friday, February 9^th, 2024, of its previously announced business combination with Quantum FinTech Acquisition Corporation (“Quantum”) (NYSE: QFTA), a publicly-traded special purpose acquisition company, which was approved by Quantum’s stockholders on November 3, 2023. The combined company will operate as AtlasClear Holdings, Inc. (“AtlasClear”), and its common stock is expected to begin trading on the NYSE American LLC (“NYSE Amex”) under the ticker symbol ATCH on Monday, February 12, 2024.

 

AtlasClear also announced the completion of its acquisition of broker-dealer Wilson-Davis & Co., Inc. (“Wilson-Davis”), and that its definitive agreement to acquire Commercial Bancorp of Wyoming (“Commercial Bancorp”) continues to be in full force and effect. It is expected that Commercial Bancorp will be merged with and into a subsidiary of AtlasClear upon receipt of all necessary regulatory approvals.

 

“Today marks an important milestone for AtlasClear as we embark on our journey to bring a one-stop technology and financing solution to small and midsize financial institutions,” said John Schaible, Chairman and Chief Executive Officer of Quantum, and Chief Strategy Officer of AtlasClear. “As a public company, we’ll seek to grow both organically and through further acquisitions, as well as by expanding the balance sheet for both the clearing firm and the bank.”

 

“With the completion of this business combination, the AtlasClear team will focus on filling a gap in the capital markets where smaller institutions, broker-dealers and asset managers have been at a disadvantage,” said Craig Ridenhour, Chief Business Development Officer of AtlasClear. “By combining an operating, profitable correspondent clearing firm, with an operating, profitable Federal Reserve member bank, and then layering in technology to handle the front office, back office and risk management functions of those institutions, we’re creating one venue where these smaller financial institutions can service all of their relevant operational needs, including trade clearing, settlement and banking services.”

 

As a result of the completion of the business combination by the deadline under Quantum’s charter, Quantum did not need to implement the charter amendment for an additional extension, which was approved by its stockholders at a special meeting held on February 8, 2024.

 

In connection with the closing of the business combination, AtlasClear has instructed the escrow agent to release from escrow 4,000,000 of Quantum’s founder shares that were held in escrow pursuant to the escrow agreement from Quantum’s initial public offering (consisting of 949,084 shares owned by Chardan Quantum, LLC and 3,050,916 shares owned by Quantum Ventures, LLC) , as contemplated by the amendment to such escrow agreement disclosed on October 31, 2023.

 

 

About AtlasClear

 

AtlasClear plans to build a cutting-edge technology enabled financial services firm that would create a more efficient platform for trading, clearing, settlement and banking of evolving and innovative financial products with a focus on the small and middle market financial services firms. The strategic goal of AtlasClear is to have a fully vertically integrated suite of cloud-based products including account opening, trade execution, risk management, regulatory reporting and settlement. The team that will lead AtlasClear consists of respected financial services industry veterans that have founded and led other companies in the industry including Penson Clearing, Southwest Securities, NexTrade and Anderen Bank.

 

About the Financial Technology

 

The nature of the combined entity is expected to be supported by robust, proven, financial technologies with a full suite that will enable the flow of business and success of the enterprise. The combined entity is expected to have a full exchange platform for a spectrum of financial products. In addition, the combined entity is expected to have a full prime brokerage and, following the Commercial Bancorp acquisition, a prime banking platform with complete front-end delivery. The enterprise is anticipated to offer a fixed income risk management platform which can be expanded to a diverse application on financial products.

 

The combined entity is expected to be run by a new digital suite of technologies that became part of the transaction at closing.

 

About Quantum FinTech Acquisition Corporation

 

Quantum is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, that was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses, with a principal focus on identifying high-growth financial services and fintech businesses as targets.

 

About Wilson-Davis & Co., Inc.

 

Wilson-Davis is a full-service correspondent securities broker-dealer. The company is registered with the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority and the Securities Investor Protection Organization. In addition, Wilson-Davis is a member of DTCC as well as the National Securities Clearing Corporation. Headquartered in Salt Lake City, Utah and Dallas, Texas. Wilson-Davis has been servicing the investment community since 1968, with satellite offices in California, Arizona, Colorado, New York, New Jersey and Florida.

 

About Commercial Bancorp of Wyoming

 

Commercial Bancorp is a bank holding company operating through its wholly-owned subsidiary, Farmers State Bank (“FSB”) and has been servicing the local community in Pine Bluffs, WY since 1915. It has focused the majority of its services on private and corporate banking. A member of the Federal Reserve, FSB is expected to be a strategic asset for the combined company’s long-term business model.

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect AtlasClear’s current views with respect to, among other things, the future operations and financial performance of AtlasClear and the combined company. Forward-looking statements in this communication may be identified by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “proposed” “predict,” “project,” “seek,” “should,” “target,” “trends,” “will,” “would” and similar terms and phrases. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) anticipated use of proceeds from the transaction, (ii) AtlasClear’s expectations as to various operational results and market conditions, (iii) AtlasClear’s anticipated growth strategy, including the proposed acquisitions, (iv) anticipated benefits of the transaction and proposed acquisitions, (v) the financial technology of the combined entity, (vi) anticipated timing for the combined company to begin trading on NYSE Amex, and (vii) statements regarding the proposed transaction between AtlasClear and Pacsquare, including the anticipated benefits of such acquisition.

 

The forward-looking statements contained in this communication are based on the current expectations of AtlasClear and its management and are subject to risks and uncertainties. No assurance can be given that future developments affecting AtlasClear or the combined company will be those that are anticipated. Actual results may differ materially from current expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the control of AtlasClear. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them.

 

Such factors include, but are not limited to: the risk that AtlasClear’s acquisition of Commercial Bancorp and its subsidiary bank, FSB, does not close as a result of the failure to satisfy the conditions to closing such acquisition (including, without limitation, the receipt of approval of Commercial Bancorp’s stockholders and receipt of required regulatory approvals); failure to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined entity to maintain relationships with customers and suppliers and strategic alliance third parties, and to retain its management and key employees; estimates of AtlasClear and the combined company’s financial performance being materially incorrect predictions; AtlasClear’s failure to complete the proposed acquisitions on favorable terms to AtlasClear or at all; AtlasClear’s inability to integrate, and to realize the benefits of, the proposed acquisitions; AtlasClear’s inability to realize the anticipated benefits of the transaction with Pacsquare; changes in general economic or political conditions; changes in the markets that AtlasClear targets or the combined company will target; slowdowns in securities or cryptocurrency trading or shifting demand for trading, clearing and settling financial products; any change in laws applicable to AtlasClear or any regulatory or judicial interpretation thereof; and other factors, risks and uncertainties, including those that were included under the heading “Risk Factors” in the final proxy statement/prospectus filed with the SEC, and those included under the heading “Risk Factors” in Quantum’s 2022 Form 10-K and its subsequent filings with the SEC. AtlasClear and Quantum caution that the foregoing list of factors is not exhaustive. Any forward-looking statement made in this communication speaks only as of the date hereof. Plans, intentions or expectations disclosed in forward-looking statements may not be achieved and no one should place undue reliance on such forward-looking statements. Neither AtlasClear nor Quantum undertakes any obligation to update, revise or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

Contacts

 

Media
AtlasClearPR@icrinc.com

Investors
atlasclearir@icrinc.com

 

 

3

 

v3.24.0.1

Cover	Feb. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
Entity File Number	001-40009
Entity Registrant Name	Quantum FinTech Acquisition Corporation
Entity Central Index Key	0001830795
Entity Tax Identification Number	85-3286402
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4221 W. Boy Scout Blvd.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33607
City Area Code	813
Local Phone Number	257-9366
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	QFTA
Security Exchange Name	NYSEAMER
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50
Title of 12(b) Security	Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50
Trading Symbol	QFTAW
Security Exchange Name	NONE

---