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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): November
3, 2023
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.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On November 3,
2023, Quantum FinTech Acquisition Corporation (“Quantum”) held a special meeting of stockholders (the “Meeting”),
which was called to approve the proposals relating to the entry into and consummation of the Business Combination Agreement dated as of
November 16, 2022 (as amended by that certain First Amendment to the Business Combination Agreement, dated as of April 28, 2023 and that
certain Second Amendment to the Business Combination Agreement, dated as of August 8, 2023, 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. An aggregate
of 8,500,897 shares of Quantum’s common stock that were entitled to vote as of the record date of September 18, 2023, were represented
in person or by proxy at the Meeting. Due to a formatting error, however, certain proxy cards for an aggregate of 3,377,458 shares of
Quantum’s common stock (the “Excluded Shares”) did not name persons who would act as proxies for the stockholder. Taking
into account the Excluded Shares, there were represented in person or by proxy an aggregate of 5,123,439 shares of Quantum’s common
stock, which represents a majority of the outstanding common stock entitled to vote as of the record date of September 18, 2023. Accordingly,
a quorum was present and the Meeting was lawfully convened for conducting the business to be presented at the Meeting.
Out of an abundance
of caution, Quantum did not count the Excluded Shares in determining the results of any of the matters presented at the Meeting. Excluding
such votes did not affect the ultimate outcome of the approvals of the proposals voted on at the Meeting. The results reported below disclose
both the voting results omitting the Excluded Shares (the “Official Results”) as well as the results including all Excluded
Shares.
Each of the proposals presented at the Meeting was approved, and the Business Combination is expected to be consummated as soon as practicable
following the satisfaction or waiver of the remaining closing conditions described in the proxy statement for the Meeting, including the
condition that the common stock of New Pubco will have been approved for listing on the NYSE American. Following the closing of the Business
Combination, the common stock of New Pubco is expected to begin trading on the NYSE American under the symbol “ATCH”.
In connection with the Meeting, stockholders holding 4,953,369 shares of Quantum’s common stock (the “Public Shares”)
exercised their right to redeem their shares for a pro rata portion of the funds in Quantum’s trust account (the “Trust Account”).
The trustee of the Trust Account is calculating the final amount of the funds to be removed from the Trust Account in connection with
such redemptions, but the current preliminary calculations are that approximately $53.1 million (approximately $10.73 per Public Share)
will be removed from the Trust Account to pay such holders. Quantum will amend this Form 8-K (or file a new Form 8-K) should the actual
amounts materially differ from the foregoing estimated amounts.
Quantum’s
stockholders voted on the following proposals at the Meeting, each of which was approved:
(1) Proposal
No. 1 — The Business Combination Proposal — The approval of the Business Combination Proposal required the affirmative
vote of a majority of the votes cast by holders of Quantum common stock present in person or represented by proxy and entitled to vote
at the Special Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Quantum’s
stockholders:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,498,593 |
|
|
|
2,200 |
|
|
|
104 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Proposal
No. 2 — The Advisory Charter Proposals — The approval of each of the Advisory Charter Proposals, each of which was
a non-binding advisory vote, required the affirmative vote of a majority of the votes cast by holders of Quantum common stock present
in person or represented by proxy and entitled to vote at the Meeting. What follows are tabulations of the results of each of these proposals:
A. A proposal
to change the name of New Pubco to “AtlasClear Holdings, Inc.”:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,498,591 |
|
|
|
2,202 |
|
|
|
104 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. A proposal
to eliminate certain provisions of the Existing Charter related to Quantum’s status as a special purpose acquisition company:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,498,566 |
|
|
|
2,207 |
|
|
|
124 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. A proposal
to increase the required voting thresholds to approve amendments to the proposed amended and restated bylaws of New Pubco and to certain
provisions of the Proposed Charter to require at least two-thirds (2/3) of voting power of all of the then-outstanding shares of the capital
stock of New Pubco entitled to vote generally in the election of directors, voting together as a single class, to approve such amendments:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,045,820 |
|
|
|
454,972 |
|
|
|
105 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. A proposal
to provide that directors may only be removed by a supermajority vote consisting of at least two-thirds (2/3) of the voting power of all
of the then-outstanding shares of the capital stock of New Pubco entitled to vote generally in the election of directors, voting together
as a single class:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,045,400 |
|
|
|
455,372 |
|
|
|
125 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. A proposal
to remove from the Proposed Charter the provision renouncing the corporate opportunity doctrine:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,498,565 |
|
|
|
2,202 |
|
|
|
130 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F. A proposal
to modify the exclusive forum provision in the Proposed Charter:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,273,065 |
|
|
|
227,702 |
|
|
|
130 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G. A proposal
to amend the Existing Charter such that New Pubco will be governed by Section 203 of the Delaware General Corporation Law:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,273,067 |
|
|
|
227,705 |
|
|
|
125 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) Proposal
No. 3 — The Incentive Plan Proposal — The approval of the Incentive Plan Proposal required the affirmative
vote of a majority of the votes cast by holders of Quantum common stock present in person or represented by proxy and entitled to vote
at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Quantum’s stockholders:
Official
Results
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
5,123,439 |
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results
Including Excluded Shares
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Votes |
|
|
8,045,427 |
|
|
|
230,366 |
|
|
|
225,104 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4) Proposal
No. 4 — The Director Election Proposal — The election of the director nominees pursuant to the director election
proposal required a plurality of the votes cast by holders of Quantum common stock present in person or represented by proxy and entitled
to vote at the Meeting. The following is a tabulation of the votes with respect to this proposal, which was approved by Quantum’s
stockholders:
Official
Results
Nominees |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Robert McBey |
|
5,123,439 |
|
0 |
|
0 |
|
n/a |
Craig Ridenhour |
|
5,123,439 |
|
0 |
|
0 |
|
n/a |
John Schaible |
|
5,123,439 |
|
0 |
|
0 |
|
n/a |
Steven Carlson |
|
5,123,439 |
|
0 |
|
0 |
|
n/a |
Thomas Hammond |
|
5,123,439 |
|
0 |
|
0 |
|
n/a |
Sandip Patel |
|
5,123,439 |
|
0 |
|
0 |
|
n/a |
James Tabacchi |
|
5,123,439 |
|
0 |
|
0 |
|
n/a |
Results
Including Excluded Shares
Nominees |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Robert McBey |
|
8,270,848 |
|
229,945 |
|
104 |
|
n/a |
Craig Ridenhour |
|
8,270,848 |
|
229,945 |
|
104 |
|
n/a |
John Schaible |
|
8,270,848 |
|
229,945 |
|
104 |
|
n/a |
Steven Carlson |
|
8,270,848 |
|
229,945 |
|
104 |
|
n/a |
Thomas Hammond |
|
8,270,848 |
|
229,945 |
|
104 |
|
n/a |
Sandip Patel |
|
8,270,848 |
|
229,945 |
|
104 |
|
n/a |
James Tabacchi |
|
8,270,848 |
|
229,945 |
|
104 |
|
n/a |
(5) Proposal
No. 5 — The Adjournment Proposal — Because Quantum’s stockholders approved the Condition Precedent Proposals
and the Advisory Charter Proposals, a fifth proposal to adjourn the Meeting for the purpose of soliciting additional proxies was not submitted
to Quantum’s stockholders for approval at the Meeting.
No other items were presented
for stockholder approval at the Meeting.
Item 7.01 Regulation FD Disclosure.
On November 6, 2023, Quantum issued a press release regarding the matters
discussed in Item 5.07, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and in Exhibit 99.1 attached hereto
is furnished pursuant to the rules and regulations of the SEC and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (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 a filing.
Cautionary Statement Regarding Forward-Looking
Statements
This report 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 report 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 report 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’s 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 report 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 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); the failure to meet 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 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 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 report 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.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits:
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: November 6, 2023 |
|
|
6
Exhibit 99.1
Quantum
FinTech Acquisition Corporation Stockholders Approve Business Combination with AtlasClear
Tampa,
FL – November 6, 2023 – Quantum FinTech Acquisition Corporation (“Quantum”)
(NYSE: QFTA), a special purpose acquisition company, announced today that its stockholders have approved the proposed business combination
(the “Business Combination”) with AtlasClear, Inc. (“AtlasClear”), at a special meeting of Quantum stockholders
that was held on Friday, November 3, 2023.
Each
of the proposals presented at the special meeting was approved, and the Business Combination is expected to be consummated as soon as
practicable following the satisfaction or waiver of the remaining closing conditions described in the proxy statement for the special
meeting, including the condition that the common stock of Calculator New Pubco, Inc. (“New Pubco”) will have been approved
for listing on the NYSE American. Following the closing of the Business Combination, the common stock of New Pubco is expected to begin
trading on the NYSE American under the symbol “ATCH”.
In
connection with the Meeting, stockholders holding 4,953,369 shares out of a possible 5,050,384 shares of Quantum’s common stock
(the “Public Shares”) exercised their right to redeem their shares for a pro rata portion of the funds in Quantum’s
trust account (the “Trust Account”). The trustee of the Trust Account is calculating the final amount of the funds to be
removed from the Trust Account in connection with such redemptions, but the current preliminary calculations are that approximately $53.1
million (approximately $10.73 per Public Share) will be removed from the Trust Account to pay such holders.
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 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.
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 acquisition of Commercial
Bancorp of Wyoming (“Commercial Bancorp”), 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 will be part of the transaction at closing.
About
Wilson-Davis & Co., Inc.
Wilson-Davis
& Co., Inc. (“Wilson-Davis”) is a full-service correspondent securities broker-dealer. The company is registered with
the U.S. Securities and Exchange Commission (the “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 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’s 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 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); the failure to meet 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 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 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.
Contacts
Media
AtlasClearPR@icrinc.com
Investors
atlasclearir@icrinc.com
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