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
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):
October 19, 2023
Quantum FinTech Acquisition Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-40009 |
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85-3286402 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
4221 W. Boy Scout Blvd., Suite 300, Tampa, FL |
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33607 |
(Address of principal executive offices) |
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(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:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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QFTA |
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NYSE American LLC |
Warrants, each warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 |
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QFTAW |
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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 x
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 1.01. Entry into a Material Definitive
Agreement.
As previously disclosed on
November 16, 2022, Quantum FinTech Acquisition Corporation ( “Quantum”), a Delaware corporation, entered into a Business Combination
Agreement (the “Business Combination Agreement”) by and among Quantum, Calculator New Pubco, Inc., a Delaware corporation
and a wholly-owned subsidiary 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 (“Atlas FinTech”) and Robert McBey.
On October 19, 2023, Quantum
and AtlasClear entered into a Business Combination Agreement Waiver (the “Business Combination Agreement Waiver”) to waive
the Minimum Cash Condition closing condition (as defined in the Business Combination Agreement) set forth in Section 8.1(j) of the Business
Combination Agreement.
The foregoing summary of the
Business Combination Agreement Waiver does not purport to be complete and is qualified in its entirety by reference to the actual Business
Combination Agreement Waiver which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
October 20, 2023, Quantum issued a press release announcing that Quantum and AtlasClear have agreed to waive the Minimum Cash Condition
closing condition. 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 (the “Securities Act”) or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Additional Information
and Where to Find It
In
connection with the proposed transaction (the “Proposed Transaction”), New Pubco 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 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 will
mail 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,
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
Corp., 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.
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 stockholders 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 FinTech’s stockholders with respect to the Proposed Transaction is contained in the proxy statement/prospectus
for the Proposed Transaction.
No Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of
1934, as amended. This Current Report on Form 8-K 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.
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 website 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 website 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 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 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 website 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.
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Quantum FinTech Acquisition Corporation |
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By: |
/s/ John Schaible |
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Name: |
John Schaible |
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Title: |
Chief Executive Officer |
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Date: October 20, 2023 |
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Exhibit 2.1
BUSINESS COMBINATION AGREEMENT WAIVER
This BUSINESS COMBINATION
AGREEMENT WAIVER is made and entered into as of October 19, 2023 (this “Waiver”) by and between Quantum FinTech
Acquisition Corporation, a company incorporated in Delaware (together with its successors, the “Purchaser”) and AtlasClear, Inc.,
a Wyoming corporation (the “Company”, and together with “Purchaser”, the “Parties”).
Capitalized terms used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement (as defined
below).
WHEREAS, the Parties entered
into that certain Business Combination Agreement, dated as of November 16, 2022, with Calculator New Pubco, Inc., a Delaware
corporation and a wholly-owned Subsidiary of Purchaser, Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned
Subsidiary of New Pubco, Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned Subsidiary of New Pubco, Atlas
FinTech Holdings Corp, a Delaware corporation and Robert McBey (as amended from time to time, the “Business Combination Agreement”);
and
WHEREAS, pursuant to Section 11.9
of the Business Combination Agreement, the Parties desire to provide a waiver as described below.
NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby
provide the waiver described in Section 1 below:
| 1. | Waiver. Each of the Parties hereby irrevocably waives the conditions set forth in Section 8.1(j) of the Business
Combination Agreement. |
| 2. | Limited Effect. The Business Combination Agreement shall continue in full force and effect in accordance
with its terms. By executing this Waiver, each of the Parties acknowledges that this Waiver has been executed and delivered in compliance
with Section 11.9 of the Business Combination Agreement. Reference to this Waiver need not be made in the Business Combination Agreement
or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant
to, or with respect to, the Business Combination Agreement. |
| 3. | Incorporation by Reference. The provisions of Article XI of the Business Combination Agreement
are incorporated herein by reference and shall apply to the terms and provisions of this Waiver and the Parties hereto mutatis mutandis. |
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties
have caused this Waiver to be executed as of the date first written above by their respective officers thereunto duly authorized.
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QUANTUM FINTECH ACQUISITION CORPORATION |
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By: |
/s/ John Schaible |
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Name: |
John Schaible |
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Title: |
Chief Executive Officer |
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ATLASCLEAR, INC. |
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By: |
/s/ Craig Ridenhour |
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Name: |
Craig Ridenhour |
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Title: |
Chief Business Development Officer |
[Signature Page to Waiver Letter to Business
Combination Agreement]
Exhibit 99.1
AtlasClear and Quantum FinTech Acquisition Corporation
Announce Elimination of Minimum Cash Condition
Tampa, FL –
October 20, 2023 – AtlasClear, Inc. (“AtlasClear”) and
Quantum FinTech Acquisition Corporation (“Quantum”) (NYSE: QFTA), a publicly-traded special purpose acquisition company, today announced
that they have agreed to waive the $40 million minimum cash condition required to be satisfied at the closing of the previously announced
business combination.
“We believe in the future of AtlasClear
and in the strength of the proposed business combination,” said Craig Ridenhour, Chief Business Development Officer of AtlasClear.
“This mutual decision improves the certainty of the merger closing and is reflective of our confidence in the long-term growth potential
of the business.”
In November 2022, Quantum entered into a definitive business combination
agreement that is expected to result in Atlas FinTech Holdings Corp. transferring its trading technology assets to AtlasClear and the
acquisition by AtlasClear of Wilson Davis & Co., Inc., a correspondent clearing broker-dealer, pending required regulatory
approvals. AtlasClear has also entered into a definitive agreement to acquire Commercial Bancorp of Wyoming, a federal reserve member,
following consummation of the business combination, which is expected to occur following the special meeting of stockholders (the "Special
Meeting") on November 3, 2023.
Upon closing of the business combination, the combined company is expected
to list on the NYSE American with its common stock trading under the new ticker symbol, "ATCH".
Special Meeting Details
The Special Meeting will be held at 11:00 a.m., Eastern Time, on November 3,
2023, at the offices of Nelson Mullins Riley & Scarborough LLP, 101 Constitution Ave. NW, Suite 900, Washington, DC 20001,
unless the Special Meeting is adjourned.
The Quantum FinTech board of directors recommends all stockholders
vote "FOR" ALL Proposals in advance of the Special Meeting by telephone, via the Internet or by signing, dating and returning
the proxy card upon receipt by following the easy instructions on the proxy card.
Your Vote “FOR” ALL Proposals Is Important, No Matter How
Many or How Few Shares You Own.
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 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 will be part of the transaction at closing.
About Quantum FinTech Acquisition Corporation
Quantum FinTech Acquisition Corporation 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 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.
Additional Information and Where to Find
It
In connection
with the proposed business combination and related transactions contemplated in connection therewith (the “Proposed Transaction”),
Calculator New Pubco, Inc. (“New Pubco”) (to be renamed AtlasClear Holdings, Inc.) has publicly filed with the
U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a preliminary proxy
statement of Quantum and prospectus of New Pubco, and Quantum has mailed a definitive proxy statement/prospectus relating to the Proposed
Transaction to its stockholders. Quantum’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus
and other documents filed in connection with the Proposed Transaction, as these materials contain important information about New Pubco,
Quantum, AtlasClear, , Wilson-Davis & Co., Inc. (“WDCO”), Commercial Bancorp of Wyoming (“Commercial
Bancorp”) and its subsidiary bank, Farmers State Bank (“FSB”), and the Proposed Transaction. The definitive proxy statement/prospectus
has been mailed to stockholders of Quantum as of a record date for voting on the Proposed Transaction. Stockholders will also be able
to obtain copies of the definitive proxy statement/ prospectus and other documents filed with the SEC, without charge, at the SEC’s
website at www.sec.gov, or 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 atlasclearir@icrinc.com.
No Offer or Solicitation
This press release shall not constitute a
“solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This press release 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 stockholders 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 QTFA stockholders
in connection with the Proposed Transaction and other matters to be voted upon at Quantum’s special meeting of stockholders are
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 website 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 website 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 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; the impact of the ongoing
COVID-19 pandemic; 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 website 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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