Post Closing, AtlasClear Holdings, Inc.
Expected to Trade on the NYSE American Under the Ticker Symbol
“ATCH”
AtlasClear, Inc. (“AtlasClear”) announced today the extension of
the agreement to complete 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. Additionally, AtlasClear restructured its
proposed acquisition of Wilson-Davis & Co., Inc.
(“Wilson-Davis”), to facilitate the closing of that
transaction.
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.
AtlasClear has also entered into a definitive agreement to acquire
Commercial Bancorp of Wyoming, a federal reserve member
(“Commercial Bancorp”), following consummation of the business
combination.
The combined company will operate as AtlasClear Holdings, Inc.,
and its common stock is expected to trade on the NYSE American
under the ticker symbol “ATCH” following closing of the business
combination.
“Post successful closing of the business combination, we look
forward to delivering to the FinTech market AtlasClear’s new
digital suite of technologies through our proposed transaction with
Pacsquare Technologies, LLC (“Pacsquare”). As a result of this
transaction, we expect to acquire certain technology assets that we
believe will provide advantages in delivery of our FinTech
platform,” said Craig Ridenhour, Chief Business Development Officer
of AtlasClear.
“We believe the team behind AtlasClear has been in FinTech
innovation for decades,” said an executive of Pacsquare. “We
believe their story has been resonating in the FinTech community,
and we are thrilled to work together following closing of the
proposed transaction.”
The transaction between AtlasClear and Pacsquare encompasses
both client-side and administrative aspects. The objectives of the
proposed acquisition are underscored by a commitment to provide
seamless technological integration for financial services to the
targeted market.
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 will be 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 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 business combination and related transactions
contemplated in connection therewith (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, (vii) expected listing
of the combined company and, (viii) 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, 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 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 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; 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 Quantum or 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 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.
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