Filed by Calculator New Pubco, Inc. and
Quantum FinTech Acquisition Corporation
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject Company:
Quantum FinTech Acquisition Corporation
(Commission File No. 001-40009)
Date: October 20, 2023
SPAC Monthly Monitor
Q&A OF THE MONTH – JOHN SCHAIBLE, CHAIRMAN AND CEO OF
QUANTUM FINTECH ACQUISITION CORPORATION, AND CRAIG RIDENHOUR, CHIEF BUSINESS DEVELOPMENT OFFICER AT ATLASCLEAR
John and Craig discuss AtlasClear’s vision, differentiation,
growth plans and outlook, going public, and what makes AtlasClear a good investment.
Q: Can you provide an overview of the AtlasClear vision? What is
the gap in the capital markets plumbing that it’s trying to fill?
Craig:
We want to create a one-stop technology and financing solution for a segment of market participants that we feel is underserved. We are
seeking to take a correspondent clearing firm that has the ability to custody, clear and settle a wide range of financial products and
transactions and combine it with a Federal Reserve member bank. With a proposed banking license, we could then control deposits and extend
leverage. By then layering in what we believe to be world-class technology, we could bring more efficiency, speed, and better execution
to clients, and better margins for AtlasClear.
The gap in the capital markets plumbing right now is that smaller institutions,
broker-dealers and asset managers are at a disadvantage – the large clearing firms have made the decision to limit services to these
clients, and therefore these clients have difficulty securing competitive clearing solutions. In certain cases, these market participants
must go through multiple intermediaries to clear and settle transactions for their end clients. For instance, they might have to use different
venues for different asset classes, which creates a lot of operational and reporting headaches.
John:
Part of this problem dates back to the 2008 financial crisis, when banks retrenched and laid off a lot of experienced
back office professionals with relevant domain knowledge. The use cases for software development to address the needs of these market
participants are well over a decade old, but they have not been uniformly implemented or otherwise updated.
Q: Can you explain all the pieces of the AtlasClear puzzle? It seems
complicated.
Craig:
The technical solution is complicated, but the vision is not. We’re planning to combine an operating, profitable correspondent
clearing firm, with an operating, profitable Federal Reserve member bank. We’re then layering in technology to handle the front
office, back office and risk management functions of those institutions – integrating them into one ecosystem. Building such a company
from scratch and then applying for the appropriate licenses would be far more time consuming and expensive than the way we’re going
about it.
Q: What is AtlasClear’s target client base and the size of
this market?
John:
We are targeting financial services firms with annual revenues under $1 billion. If you sit back and think about it, this includes tens
of thousands of organizations in the US alone.
Q: Is anyone else doing what you’re doing? How will AtlasClear’s
business model stand out from competitors in the market?
Craig:
Call us ambitious, but we seek to stand out with our technology, our balance sheet flexibility, our operating efficiency and
margins, our client experience, and our proposed bank license. We’re creating one venue where smaller financial institutions can
service all of their relevant operational needs – trade clearing, settlement and banking services. This includes acting as a deposit
custodian and offering leverage.
John:
There are some firms out there servicing smaller broker-dealers, but we are planning to combine that with banking and foreign
exchange capabilities. We believe inside our market segment, we will stand alone.
Q: Capital markets technology has improved drastically in the last
three decades and disrupted a lot of incumbents. How is it that some firms can still operate in a 1980s analog fashion?
John:
Inertia is a big part of it, especially when you’re providing these services to retail clients. Though it’s gotten
better, for anyone trying to transfer accounts between brokerages, it’s abysmally painful – not only for the client, but also
for the broker-dealers.
Suppose you’re a small broker-dealer with a profitable client
base that runs on old technology that still works. The risk of client attrition and the burden of transfer impart inertia to just keep
things as they are. All these factors make it difficult to move accounts to a better functioning platform even if you probably should.
There has to be a real incentive to move accounts, and clients are ultimately comfortable even if tech is outdated.
Q: Do you see additional M&A in the pipeline? If so, can you
describe the types of companies you’re looking to acquire?
Craig:
Yes. We’re having preliminary discussions with institutions that would fit into our platform and are interested in being
part of a public company. More specifically, we’re interested in acquiring introducing broker entities – both in traditional
equities and foreign exchange.
John:
Not only are we looking for companies that are accretive to revenue, but also the right kind of assets that will be sticky to our balance
sheet. That could be cash for collateral, or hard-to-borrow securities. We’re interested in getting those assets into our custody.
Once complete, our goal would be to separate brokerage clients from the clearing entity to mitigate our regulatory risk.
Q: Explain the importance of going public.
Craig:
Going public allows us to us to grow the enterprise more quickly by having a public currency to make acquisitions. By being
public, we can maximize the growth curve of the model.
John:
It also creates more options to expand the balance sheet for both the clearing firm and the bank. We’re confident that
our technology is as good as anyone’s, but we will win market share based on our balance sheet. It’s more difficult to flex
our balance sheet and commit to clients using private funding.
Q: Where do you see AtlasClear in 3-5 years?
Craig:
We hope to have expanded to the point where we’ll have a competitive enough platform – and balance sheet –
to take our offering upmarket to larger financial institutions. At our current size, we would be turned down as would-be partners at these
institutions because of counterparty risk. We also plan to have a proprietary cloud-based technology solution that will replace some of
the legacy backbone platforms currently in place throughout the brokerage industry.
John:
I’d also add that we’ll want to have a platform in place where our end customers can safely transact in the latest
financial products, whatever those products might be. This requires a robust technology, regulatory and compliance infrastructure to do
so, and we’re well on our way to building that.
Q: John, you’ve had quite a career on Wall St., can you discuss
your background and how it relates to AtlasClear?
John:
Starting AtlasClear has been a culmination of 30 years in product development and delivery in regulated fintech and market
structure environments. Of the companies I’ve started, I’ve done so historically with so little capital relative to the
competition. Those experiences have indoctrinated in me and my partners a culture of capital efficiency and a focus on doing things better,
faster and cheaper. Our approach is the opposite of the recent venture capital boom.
Q: Why do you view AtlasClear as a good investment?
John:
Firstly, our target entities – the clearing firm and the bank – are profitable. To date they have focused on limited
lines of business, but have not pursued what I would call a maximized growth strategy. Our management team and board members bring an
understanding of the underlying businesses and are aligned to grow them. We know the markets we serve, and the types of clients that
we can onboard. We have conviction that we can not only meet, but also exceed our targets.
Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed Transaction”),
Calculator New Pubco, Inc. (“New Pubco”) (to be renamed AtlasClear Holdings, Inc.) has filed a registration statement
on Form S-4, as amended (the “Registration Statement”) with, and now declared effective by, the SEC, which includes a
preliminary proxy statement and a prospectus in connection with the Proposed Transaction. STOCKHOLDERS OF QUANTUM FINTECH ACQUISITION
CORP. (“QUANTUM”) ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED
OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. HOWEVER, THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION.
IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE PROPOSED TRANSACTION.
Now that the Registration Statement has been declared effective, Quantum has mailed the definitive proxy statement/prospectus and a proxy
card to each stockholder of Quantum as of the record date for the special meeting of Quantum stockholders for voting on the Proposed Transaction.
Stockholders and other interested persons are also able to obtain copies of the definitive proxy statement/prospectus, the Registration
Statement and other documents filed by Quantum with the SEC that are incorporated by reference therein, without charge, at the SEC’s
website at www.sec.gov. Stockholders are urged to read these materials (including any amendments or supplements thereto) and any other
relevant documents in connection with the Proposed Transaction that Quantum has filed or will file with the SEC, when they become available,
because they do or will contain important information about Quantum, AtlasClear Inc. (“AtlasClear”), and the Proposed Transaction.
Quantum’s stockholders will also be able to obtain a copy of
such documents, without charge, by directing a request to: Quantum FinTech Acquisition Corporation, 4221 W. Boy Scout Blvd., Suite 300,
Tampa, FL 33607, Attention: Investor Relations or by email at IR@qftacorp.com. These documents can also be obtained, without charge, at
the SEC’s website www.sec.gov.
No Offer or Solicitation
This Q&A shall not constitute a “solicitation” as defined
in Section 14 of the Securities Exchange Act of 1934, as amended. This Q&A does not constitute an offer, or a solicitation of
an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there
be any offer, solicitation or sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or
an exemption therefrom.
Participants in Solicitation
Quantum, AtlasClear and their respective directors and executive officers
may be deemed participants in the solicitation of proxies from Quantum stockholders with respect to the Proposed Transaction. Quantum
and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Quantum in
its Annual Report on Form 10-K, filed with the SEC on March 31, 2023 (the “2022 Form 10-K”), which is available
free of charge at the SEC’s website at www.sec.gov. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of proxies to Quantum stockholders in connection with the Proposed Transaction and other matters to be voted upon
at Quantum’s special meeting of stockholders is set forth in the proxy statement/prospectus for the Proposed Transaction. Additional
information regarding the interests of the participants in the solicitation of proxies from Quantum’s stockholders with respect
to the Proposed Transaction is contained in the proxy statement/prospectus for the Proposed Transaction.
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 and Quantum’s current views
with respect to, among other things, the future operations and financial performance of AtlasClear, Quantum 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) expectations regarding the Proposed Transaction, including timing for its consummation, (ii) anticipated
use of proceeds from the transaction, (iii) AtlasClear and Quantum’s expectations as to various operational results and market
conditions, (iv) AtlasClear’s anticipated growth strategy, including the proposed acquisitions, (v) anticipated benefits
of the Proposed Transaction and proposed acquisitions, (vi) the financial technology of the combined entity, and (vii) expected
listing of the combined company.
The forward-looking statements contained in this communication are
based on the current expectations of AtlasClear, Quantum and their respective management and are subject to risks and uncertainties. No
assurance can be given that future developments affecting AtlasClear, Quantum 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 and Quantum. 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 the transaction
may not be completed in a timely manner or at all; the risk that the transaction closes but AtlasClear’s acquisition of Commercial
Bancorp of Wyoming (“Commercial Bancorp”) and its subsidiary bank, Farmers State Bank, 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); the failure to obtain requisite approval for the transaction or meet other
closing conditions; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive
agreement in respect of the transaction; failure to achieve sufficient cash available (taking into account all available financing sources)
following any redemptions of Quantum’s public stockholders; failure to obtain the requisite approval of Quantum’s stockholders;
failure to meet relevant listing standards in connection with the consummation of the transaction; 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; potential
litigation relating to the proposed transaction; changes to the proposed structure of the transaction that may be required or appropriate
as a result of the announcement and execution of the transaction; unexpected costs and expenses related to the transaction; 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; 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 Quantum or AtlasClear or any regulatory or judicial interpretation thereof;
and other factors, risks and uncertainties, including those to be included under the heading “Risk Factors” in the proxy statement/prospectus
filed or to be later 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
undertake 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.
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