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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):
August 1, 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 1.01. Entry into a Material Definitive Agreement.
Non-Redemption Agreement
On August 1, 2023, Quantum
FinTech Acquisition Corporation (the “Company”) and Quantum Ventures LLC, a Delaware limited liability company
(the “Sponsor”), entered into a non-redemption agreement (the “Non-Redemption Agreement”)
with Funicular Funds, LP (the “Holder”) in exchange for the Holder agreeing either not to request redemption
in connection with the Extension (as defined below) or to reverse any previously submitted redemption demand in connection with the Extension
with respect to an aggregate of 2,351,800 shares of common stock, par value $0.0001 per share (the “Common Stock”),
of the Company sold in its initial public offering (the “IPO”) at the special meeting of stockholders called
by the Company to, among other things, approve an amendment to the Company’s amended and restated certificate of incorporation to
extend the date by which the Company must consummate an initial business combination to up to February 9, 2024 or such earlier date as
is determined by the board of directors of the Company to be in the best interests of the Company (the “Extension”).
In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an initial business
combination, (i) the Sponsor (or its designees or transferees) will surrender and forfeit to the Company for no consideration an aggregate
of 235,180 shares of Common Stock held by the Sponsor (the “Forfeited Shares”) and an aggregate of 235,180 warrants
held by the Sponsor to purchase 235,180 shares of Common Stock (the “Forfeited Warrants”) and (ii) the Company
shall issue to the Holder a number shares of Common Stock equal to the number of Forfeited Shares and a number of warrants to purchase
shares of Common Stock equal to the number of Forfeited Warrants.
The foregoing description
of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the Non-Redemption Agreement
filed hereto as Exhibit 10.1 and incorporated herein by reference.
Important Information and Where to Find
It
The Company has filed
a proxy statement with regards to an extension of the deadline for the Company to complete an initial business combination (the “Extension
Proxy”) with the SEC. The Company has mailed the Extension Proxy to its stockholders of record as of July 12, 2023. Investors and
stockholders are advised to read the Extension Proxy and any amendments thereto, because these documents will contain important information
about the proposals therein and the Company. Stockholders will also be able to obtain copies of the Extension Proxy, 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.
Participants in the Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies of the Company’s stockholders in connection
with the Extension Proxy. Investors and stockholders may obtain more detailed information regarding the names and interests of the Company’s
directors and officers in the Company and the amendments proposed in the Extension Proxy in the Company’s Annual Report on Form
10-K filed with the SEC on March 31, 2023, Quarterly Report on Form 10-Q filed with the SEC on May 18, 2023 and in the other reports the
Company has filed with the SEC, including the Extension Proxy. These documents can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This Current Report on
Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any
business combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits:
Exhibit No. |
|
Description |
10.1 |
|
Non-Redemption Agreement |
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: August 2, 2023
2
Exhibit 10.1
NON-REDEMPTION AGREEMENT
This Non-Redemption Agreement
(the “Agreement”) dated August 1, 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”),
Quantum Ventures LLC, a Delaware limited liability company (the “Insider”), and Quantum FinTech Acquisition Corporation,
a Delaware corporation (the “Company”).
RECITALS:
A. The
Company will hold a special meeting of its stockholders (the “Meeting”) to consider and act upon, among other things,
a proposal (the “Extension Proposal”) to extend the time the Company has to consummate an initial business combination
(“Business Combination”) to up to February 9, 2024 or such earlier date as is determined by the board of directors
of the Company to be in the best interests of the Company (the “Extension”).
B. The
Holder is willing not to request redemption in connection with the Extension, or to reverse any previously submitted redemption demand,
of certain of the shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) issued in
the Company’s initial public offering held by such Holder upon the terms set forth herein.
IT IS AGREED:
1. Non-Redemption.
The Holder hereby agrees either not to request redemption in connection with the Extension or to reverse any previously submitted redemption
demand in connection with the Extension with respect to the aggregate number of shares of Common Stock set forth on Exhibit A hereto
(“Non-Redeemed Shares”) it holds. The Non-Redeemed Shares held by the Holder shall not be subject to any transfer restrictions
other than with respect to this Section 1, and the Holder shall have no obligation to hold any shares of Common Stock (including
the Non-Redeemed Shares) following the date of the Meeting. Nothing in this Agreement is intended to restrict or prohibit the Holder’s
ability to redeem any shares of Common Stock other than the Non-Redeemed Shares. The Holder shall provide the Company with such documentation
evidencing its ownership, or reversed redemption, of the Non-Redeemed Shares as of the date of the Meeting as the Company shall reasonably
request. The Company shall provide the Holder with the final number of shares of Common Stock immediately following completion of the
Extension no later than 9:30 a.m. Eastern Time on the date of the Meeting (or such earlier time as necessary to allow Holder the reasonable
opportunity to reverse any previously submitted redemption demand in connection with the Extension).
2. Forfeiture
of Insider Securities and Issuance of Common Stock.
(a) In
consideration of the agreement set forth in Section 1 hereof, immediately prior to, and substantially concurrently with, the closing
of a Business Combination (“Closing”):
(i) the
Insider (or its designees or transferees) will surrender and forfeit (the “Insider Forfeiture”) to the Company for
no consideration the aggregate number of shares of Common Stock and warrants set forth on Exhibit A held by the Insider
(or its designees or transferees) (the “Insider Securities” and such Insider Securities to be surrendered and forfeited,
the “Forfeited Securities”); and
(ii) the
Company shall issue (the “Securities Issuance”) to the Holder a number of shares of Common Stock and warrants equal
to the number of shares of Common Stock and warrants, respectively, comprising the Forfeited Securities. The Common Stock and warrants
shall be issued directly to the Holder in book-entry form on the books and records of the Company’s transfer agent electronically
via the Direct Registration System of the Depository Trust Company or in such other manner as the Insider, the Company and the Holder
shall agree upon Closing.
(b) In
connection with the Securities Issuance pursuant to Section 2(a), the Holder shall be entitled to the registration and stockholder
rights set forth in that certain Registration and Stockholder Rights Agreement, dated as of February 4, 2021 (the “Registration
and Stockholder Rights Agreement”), among the Insider, the Company and the other parties thereto in respect of all shares of
Common Stock issued in the Securities Issuance held by Holder, and the Company, the Insider and the Holder shall execute a joinder thereto
whereby the Holder shall become a “holder of Registrable Securities” (as defined therein) and the shares of Common Stock acquired
in the Securities Issuance shall be “Registrable Securities” (as defined therein).
(c) The
Holder shall not be required to forfeit, surrender, have clawed-back, dispose of, transfer or refrain from transferring, exchange or otherwise
be subject to earn-outs for any reason, any shares of Common Stock received by it pursuant to Section 2. The Insider
acknowledges and agrees that the Insider shall not subject the Insider Securities that are required to be surrendered and forfeited pursuant
to Section 2(a) to any earn-outs, forfeitures, transfers, surrenders, claw-backs, disposals, exchanges, restrictions,
amendments or similar arrangements in connection with the Business Combination, and the Insider and the Company acknowledge and agree
that any shares of Common Stock or warrants received by the Holder in the Securities Issuance shall not be changed as a result of or subject
to any earn-outs, forfeitures, transfers, restrictions, amendments or other arrangements agreed to by the Insider with respect to its
other Insider Securities.
(d) If
at any time the number of outstanding shares of Common Stock of the Company is increased or decreased by a consolidation, combination,
split or reclassification of the Common Stock or other similar event, then, as of the effective date of such consolidation, combination,
split, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion to such increase
or decrease in outstanding shares of Common Stock of the Company. If prior to the Securities Issuance to the Holder there shall occur
any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the shares of Common Stock
or warrants are converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization,
reclassification, consolidation or merger, in lieu of Common Stock or warrants, as the case may be, the Company shall issue, pay or provide,
as applicable, with respect to each share of Common Stock or warrant to be issued in the Securities Issuance hereunder, the kind and amount
of securities, cash or other property into which the Common Stock or warrant converted or exchanged.
3. Representations
of the Holder. The Holder hereby represents and warrants to the Insider and the Company that:
(a) The
Holder, in making the decision to receive the shares of Common Stock from the Company pursuant to this Agreement, has not relied upon
any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors,
partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed
upon or made any recommendation or endorsement of the acquisition of the Common Stock.
(b) This
Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery
thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject
to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The
execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of,
constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which
would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is
subject.
(c) The
Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with
the Holder’s own legal counsel and investment and tax advisors.
(d) The Holder is an
“accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”), and acknowledges that the issuance of Common Stock contemplated hereby will be
made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities
Act and similar exemptions under state law.
(e) The
Holder is acquiring the Common Stock solely for investment purposes, for such Holder’s own account (and/or for the account or benefit
of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities Act and the
Holder has no present arrangement to sell the shares of Common Stock to be received hereunder to or through any person or entity except
as may be permitted hereunder.
(f) The
Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Common Stock. The Holder
is aware that an investment in the Common Stock is highly speculative and subject to substantial risks. The Holder is cognizant of and
understands the risks related to the acquisition of the Common Stock, including those restrictions described or provided for in this Agreement
pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period
of time and able to sustain a complete loss of such investment.
(g) No
broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition
of the Common Stock nor is the Holder entitled to or will accept any such fee or commission.
(h) The
Holder understands that the shares of Common Stock will be issued to the Holder in reliance on exemptions from the registration requirements
under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon
the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this
Agreement in order to determine the applicability of such provisions.
4. Insider
Representations. The Insider hereby represents and warrants and covenants to the Holder that:
(a) This
Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof
by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles
of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and
performance of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under,
or result in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider
from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject.
(b) The
Insider (or its designees or transferees) is the beneficial owner of the Forfeited Securities, will continue to be the beneficial owner
of the Forfeited Securities immediately prior to the Closing and will surrender and forfeit the Forfeited Securities to the Company immediately
prior to the Closing free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except
for restrictions imposed by federal and state securities laws.
(c) Neither
the Insider nor the Company has disclosed to the Holder material non-public information with respect to the Company.
(d) No
Pending Actions. There is no action pending against the Insider or, to the Insider’s knowledge, threatened against the Insider,
before any court, arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, or enjoin or materially delay
the performance by the Insider of its obligations under this Agreement.
(e) No
General Solicitation. The Insider has not offered the Forfeited Securities by means of any general solicitation or general advertising
within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.
(f) The
Insider understands and acknowledges that Holder is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Insider set forth in this Agreement.
5. Company
Representations. The Company hereby represents and warrants and covenants to the Holder that:
(a) This
Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof
by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles
of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and
performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under,
or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company
from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject.
(b) The
shares of Common Stock to be issued by the Company pursuant to this Agreement, when issued to the Holder, shall be (i) duly authorized,
validly issued, fully paid and non-assessable shares and (ii) free and clear of any liens, claims, security interests, options charges
or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws, and not subject to any preemptive
or similar rights.
(c) The
Company has not disclosed to the Holder material non-public information with respect to the Company.
(d) No
Pending Actions. There is no action pending against the Company or, to the Company’s knowledge, threatened against the Company,
before any court, arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, or enjoin or materially delay
the performance by the Company of its obligations under this Agreement.
(e) No
General Solicitation. The Company has not offered the shares or warrants to be issued in the Securities Issuance by means of any general
solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement,
article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or
any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(f) The
Company understands and acknowledges that Holder is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Company set forth in this Agreement.
6. Disclosure;
Exchange Act Filings. As soon as practicable but in no event later than one business day after execution of this Agreement, the
Company will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
reporting the material terms of this Agreement and any other material non-public information that Insider or the Company has provided
to the Holder at any time prior to the filing of the Form 8-K. Upon the issuance of the Form 8-K (or upon execution hereof if such information
has been previously disclosed), Holder shall not be in possession of any material non-public information received from the Company or
the Insider. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. The Insider and
the Company agree that the name of the Holder shall not be included in any public disclosures related to this Agreement unless required
by applicable law, regulation or stock exchange rule.
7. Trust Account.
Until the earlier of (a) the consummation of the Business Combination; (b) the liquidation of the trust account established for the benefit
of the Company’s public stockholders in connection with the Company’s initial public offering (the “Trust Account”);
and (c) February 9, 2024 or such later time as the stockholders of the Company may approve, the Company will maintain the investment of
funds held in the Trust Account in interest-bearing United States government securities within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of
paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest
only in direct U.S. government treasury obligations, or maintain such funds in cash in an interest-bearing demand deposit account at a
bank. In order to mitigate the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, the Company
further confirms that it will not utilize any funds from its Trust Account to pay any potential excise taxes that may become due pursuant
to the Inflation Reduction Act of 2022 upon a redemption of the Common Stock, including in connection with a liquidation of the Company
if it does not effect a business combination prior to its termination date.
8. Entire Agreement;
Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and may
be amended or modified only by written instrument signed by all parties. The headings in this Agreement are for convenience of reference
only and shall not alter or otherwise affect the meaning hereof.
9. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application
of the laws of another jurisdiction. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant
to this Agreement and the transactions contemplated hereby. With respect to any suit, action or proceeding relating to the transactions
contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the United States District Court or, if such court does
not have jurisdiction, the New York state courts located in the Borough of Manhattan, State of New York, which submission shall be exclusive.
10. Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery
of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart
of this Agreement.
11. Termination.
This Agreement shall become null and void and of no force and effect upon the earliest to occur of: (a) the date of the Meeting, if any
of the Non-Redeemed Shares held by the Holder actually redeemed in connection with the Meeting, other than as provided for in Section 1;
(b) the mutual written consent of the parties hereto; (c) the effectuation of the Extension and the delivery of the shares of Common Stock
to the Holder (provided that Holder’s rights to have the shares issued in the Securities Issuance included in the Registration and
Stockholder Rights Agreement shall survive such termination); and (d) the failure of the Company’s stockholders to approve the Extension
at the Meeting. Notwithstanding any provision in this Agreement to the contrary, the Insider’s obligation to surrender and forfeit
the Forfeited Securities to the Company and the Company’s obligation to issue the equivalent amount of shares of Common Stock to
the Holder shall only take place immediately prior to, and substantially concurrently with, a Closing.
12. Remedies.
Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement
by another party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy
at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may
be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party
hereto of any covenant or agreement of such other party contained in this Agreement.
13. Acknowledgement;
Waiver. Holder (i) acknowledges that the Insider or the Company may possess or have access to material non-public information
which has not been communicated to the Holder; (ii) so long as the Company and the Insider are in compliance with Sections 4(c),
5(c), and 6, as applicable to the Company or the Insider, hereby waives any and all claims, whether at law, in equity or
otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider, the Company
or any of their respective officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure
to disclose any non-public information in connection with the transaction contemplated by this Agreement, including without limitation,
any claims arising under Rule 10b-5 promulgated under the Exchange Act; and (iii) is aware that the Insider and the Company are relying
on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver
in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this
Agreement.
14. Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns. This Agreement shall not be assigned by any party without the prior written consent
of the other parties hereto; provided, that no such consent shall be required for any such assignment by Holder to one or
more affiliates thereof.
15. Most Favored
Nation. In the event the Insider or the Company enters one or more other non-redemption agreements in connection with the Extension
(“Other Agreements”) before or after the execution of this Agreement, the Insider and the Company represent and covenant
that the terms of such Other Agreements will not be materially more favorable to such other investors thereunder than the terms of this
Agreement are in respect of the Holder. To avoid doubt, the Company and the Insider acknowledge and agree that a ratio of Non-Redeemed
Shares to shares of Common Stock issuable in the Securities Issuance in any such Other Agreement in connection with the Extension that
is more favorable to such other investors thereunder than such ratio in this Agreement is to the Holder would be materially more favorable
to such other investors. In the event that another third party is afforded any such more favorable terms than the Holder, the Insider
and the Company shall promptly inform the Holder of such more favorable terms in writing, and the Holder shall have the right to elect
to have such more favorable terms included herein, in which case the parties hereto shall promptly amend this Agreement to effect the
same.
16. Independent
Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed
to constitute Holder, Insider and the Company as, and the Insider and Company acknowledge that Holder, Insider and the Company do not
so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Holder, Insider
and the Company are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this
Agreement or any matters, and the Insider and Company acknowledges that Holder, Insider and the Company are not acting in concert or as
a group, and the Insider and Company shall not assert any such claim, with respect to such obligations or the transactions contemplated
by this Agreement
17. Survival/Severability.
The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated
hereby. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.
[Signature Page Follows]
|
|
QUANTUM VENTURES LLC,
a Delaware limited liability company |
|
|
|
|
By: |
/s/ John Schaible |
|
Name: |
John Schaible |
|
Title: |
Managing Member |
|
|
QUANTUM FINTECH ACQUISITION CORPORATION,
a Delaware corporation |
|
|
|
|
By: |
/s/ John Schaible |
|
Name: |
John Schaible |
|
Title: |
CEO |
|
|
FUNICULAR FUNDS, LP
a Delaware limited partnership |
|
|
|
|
By: |
/s/ Jacob Ma-Weaver |
|
Name: |
Jacob Ma-Weaver |
|
Title: |
Managing Member of the General Partner |
[Signature Page to Non-Redemption Agreement]
EXHIBIT A
Account | |
EIN | |
Address | |
Shares of
Common
Stock to be issued in the Securities Issuance | | |
Warrants to be issued
in the Securities
Issuance | | |
Number of Non-Redeemed Shares | |
Funicular Funds, LP | |
88-2460308 | |
601 California Street, Ste 1151,
San Francisco,
CA 94108 | |
| 235,180 | | |
| 235,180 | | |
| 2,351,800 | |
| |
| |
| |
| | | |
| | | |
| | |
| |
| |
Total | |
| 235,180 | | |
| 235,180 | | |
| 2,351,800 | |
| |
Number of Forfeited
Shares of Common Stock | | |
Number of Forfeited
Warrants | |
Insider Securities | |
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A-1
v3.23.2
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Aug. 01, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
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Document Period End Date |
Aug. 01, 2023
|
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
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Soliciting Material |
false
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false
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false
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Entity Emerging Growth Company |
true
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Elected Not To Use the Extended Transition Period |
false
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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
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Trading Symbol |
QFTAW
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